EXHIBIT
10.18

    


    BioLineRx
Ltd.

    


    2003
Share Incentive Plan

    


    (*In
compliance with Amendment No. 132 of the Israeli Tax Ordinance,
2002)

     

    
      
        	
                1.

              	
                Name

              


      

    

    This
plan, as amended from time to time, shall be known as the "BioLineRx Ltd. 2003
Share Incentive Plan" (the "Plan").


     

    
      
        	
                2.

              	
                Purpose

              


      

    

    The
purpose and intent of the Plan is to provide incentive: (i) to retain, in the
employ of the Company and its Affiliates (as defined below), persons of
training, experience and ability, (ii) to attract new employees, directors,
consultants, service providers and other entities, the services of which shall
be considered valuable to the Company by the Board of Directors of the Company,
(iii) to encourage the sense of proprietorship of such persons, and (iv) to
stimulate the active interest of such persons in the development and financial
success of the Company by providing them with opportunities to purchase shares
in the Company, pursuant to the Plan.


     

    
      
        	
                3.

              	
                Definitions

              


      

    

    For
purposes of the Plan and related documents, including the Incentive Agreement,
the following definitions shall apply:

     

    
      	
               
      

            	
              3.1.

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

            


    

     

    
      	
               
      

            	
              3.2.

            	
              "Approved 102 Option"
      means an Option granted pursuant to Section 102(b) of the Ordinance and
      held in trust by a Trustee (as defined in Section 7) for the benefit of
      Grantee.

            


    

     

    
      	
               
      

            	
              3.3.

            	
              "Approved 102 Security"
      means an Approved 102 Option and/or an Approved 102
  Share.

            


    

     

    
      	
               
      

            	
              3.4.

            	
              "Approved 102 Share"
      means a Share issued pursuant to Section 102(b) of the Ordinance or a
      Share issued upon the exercise of an Approved 102 Option, and held in
      trust by a Trustee (as defined in Section 7) for the benefit of a
      Grantee.

            


    

     

    
      	
               
      

            	
              3.5.

            	
              "Board" means the Board
      of Directors of the Company.

            


    

     

    
      	
               
      

            	
              3.6.

            	
              "Capital Gain Security
      (CGS)" as defined in Section
6.4.

            


    

     

    
      	
               
      

            	
              3.7.

            	
              "Cause" means (i)
      commitment of a serious breach of trust, including, but not limited to,
      theft, embezzlement, self-dealing; (ii) prohibited disclosure to
      unauthorized persons or entities of confidential or proprietary
      information of, or relating to, the Company and/or its Affiliates; (iii)
      the engaging by Grantee in any prohibited business or activities
      competitive to the business of the Company and/or its Affiliates; or (iv)
      any other action or omission which may be defined as Cause "justifiable
      cause" or the like in the respective Grantee's employment, consulting or
      service agreement with the Company or an Affiliate,  as
      applicable.

            


    

     

    
      	
               
      

            	
              3.8.

            	
              "Chairman" means the chairman
      of the Committee.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              3.9.

            	
              "Committee" means a share
      option / share incentive compensation committee appointed by the Board, as
      may be fixed from time to time by the
Board.

            


    

     

    
      	
               
      

            	
              3.10.

            	
              "Companies Law" means the Israeli
      Companies Law 5759-1999, as now in effect or as hereafter
      amended.

            


    

     

    
      	
               
      

            	
              3.11.

            	
              "Company" means BioLineRx
      Ltd.

            


    

     

    
      	
               
      

            	
              3.12.

            	
              "Controlling Shareholder"
      shall have the meaning ascribed to it in Section 32(9) of the
      Ordinance.

            


    

     

    
      	
               
      

            	
              3.13.

            	
              "Date of Grant" means,
      the date of grant of a Security, as determined by the Board and set forth
      in Grantee’s Incentive Agreement.

            


    

     

    
      	
               
      

            	
              3.14.

            	
              "Employee" 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, but excluding
      Controlling Shareholder(s).

            


    

     

    
      	
               
      

            	
              3.15.

            	
              "Exercise Price" means
      the price for each Share subject to an
Option.

            


    

     

    
      	
               
      

            	
              3.16.

            	
              "Expiration Date" means
      the date upon which an Option shall expire, as set forth in Section
      10.2.

            


    

     

    
      	
               
      

            	
              3.17.

            	
              "Fair Market Value" means
      as of any date, the value of a Share determined as
  follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              If
      the Shares are listed on any established stock exchange or a national
      market system, including without limitation the NASDAQ National Market
      system, or the NASDAQ SmallCap Market of the NASDAQ Stock Market, the Fair
      Market Value shall be the closing sales price for such Shares (or the
      closing bid, if no sales were reported), as quoted on such exchange or
      system for the last market trading day prior to time of determination, as
      reported in the Wall Street Journal, or such other source as the Board or
      the Committee deems reliable. Without derogating from the above, solely
      for the purpose of determining the tax liability pursuant to Section
      102(b)(3) of the Ordinance, 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 a Share 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;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              If
      the Shares are regularly quoted by a recognized securities dealer but
      selling prices are not reported, the Fair Market Value shall be the mean
      between the high bid and low asked prices for the Shares on the last
      market trading day prior to the day of determination,
  or;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              In
      the absence of an established market for the Shares, the Fair Market Value
      thereof shall be determined in good faith by the Board or the
      Committee.

            


    

     

    
      	
               
      

            	
              3.18.

            	
              "Grantee" means a person
      who receives or holds a Security under the
Plan.

            


    

     

    
      	
               
      

            	
              3.19.

            	
              "IPO" means the initial
      public offering of the Company’s
shares.

            


    

     

    
      	
               
      

            	
              3.20.

            	
              "Issuance Price" means
      the price for each share issued to a
Grantee.

            


    

     

    
      	
               
      

            	
              3.21.

            	
              "Non-Employee" means a
      consultant, adviser, service provider, Controlling Shareholder or any
      other person who is not an
Employee.

            


    

     

    
      	
               
      

            	
              3.22.

            	
              "Ordinary Income Security
      (OIS)" as defined in Section
6.5.

            


    


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              3.23.

            	
              "Option" means an option
      to purchase one or more Shares of the Company pursuant to the
      Plan.

            


    

     

    
      	
               
      

            	
              3.24.

            	
              "102 Option" means any Option
      granted pursuant to Section 102 of the Ordinance to any person who is an
      Employee.

            


    

     

    
      	
               
      

            	
              3.25.

            	
              "102 Security" means a
      102 Option and/or a 102 Share.

            


    

     

    
      	
               
      

            	
              3.26.

            	
              "102 Share" means a Share
      issued pursuant to Section 102 of the Ordinance or a Share issued upon the
      exercise of a 102 Option, to any person who is an
  Employee.

            


    

     

    
      	
               
      

            	
              3.27.

            	
              "3(i) Option" means an Option
      granted pursuant to Section 3(i) of the Ordinance to any person who is a
      Non- Employee.

            


    

     

    
      	
               
      

            	
              3.28.

            	
              "3(i) Security" means a
      3(i) Option and/or a 3(i) Share.

            


    

     

    
      	
               
      

            	
              3.29.

            	
              "3(i) Share" means a
      Share issued pursuant to Section 3(i) of the Ordinance or a Share issued
      upon the exercise of a 3(i) Option, to any person who is an
      Non-Employee.

            


    

     

    
      	
               
      

            	
              3.30.

            	
              "Incentive Agreement"
      means the share option agreement or share incentive agreement between the
      Company and a Grantee that sets out the terms and conditions of a
      Security.

            


    

     

    
      	
               
      

            	
              3.31.

            	
              "Ordinance" means the Israeli
      Income Tax Ordinance [New Version] 1961, as now in effect or as hereafter
      amended.

            


    

     

    
      	
               
      

            	
              3.32.

            	
              "Plan" means this
      BioLineRx Ltd. 2003 Share Incentive
Plan.

            


    

     

    
      	
               
      

            	
              3.33.

            	
              "Section 102" means section 102
      of the Ordinance as now in effect or as hereafter
  amended.

            


    

     

    
      	
               
      

            	
              3.34.

            	
              "Security" means an
      Option or a Share.

            


    

     

    
      	
               
      

            	
              3.35.

            	
              "Share" means an Ordinary
      Share, NIS 0.01 par value, of the
Company.

            


    

     

    
      	
               
      

            	
              3.36.

            	
              "Transaction" means (i) a
      merger, consolidation or reorganization of the Company with or into any
      other corporation, or (ii) the sale or transfer of all or substantially
      all of the outstanding shares of the Company, (iii) or the sale or
      transfer of all or substantially all of the assets of the
      Company.

            


    

     

    
      	
               
      

            	
              3.37.

            	
              "Unapproved 102
      Option" means an Option
      granted pursuant to Section 102(c) of the
  Ordinance.

            


    

     

    
      	
               
      

            	
              3.38.

            	
              "Unapproved 102 Security"
      means an Unapproved 102 Option and/or an Unapproved 102
    Share.

            


    

     

    
      	
               
      

            	
              3.39.

            	
              "Unapproved 102 Share"
      means a Share issued pursuant to Section 102(c) of the Ordinance or a
      Share issued upon the exercise of an Unapproved 102
  Option.

            


    

     

    
      	
               
      

            	
              3.40.

            	
              "Vesting Dates" means, as
      determined by the Board or by the Committee, the date as of which Grantee
      shall be entitled to exercise the Options or part of the
      Options.

            


    

     

    
      
        	
                4.

              	
                Administration

              


      

    

     

    
      	
               
      

            	
              4.1.

            	
              The
      Plan will be administered by the Board or by a Committee. If a Committee
      is not appointed, the term Committee, whenever used herein, shall mean the
      Board. The Board shall appoint the members of the Committee and may, from
      time to time, remove members from, or add members to, the Committee and
      shall fill vacancies in the Committee however
  caused.

            


    


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              4.2.

            	
              The
      Committee shall select one of its members as its Chairman and shall hold
      its meetings at such times and places as it shall determine. Actions taken
      by a majority of the members of the Committee, at a meeting at which a
      majority of its members is present, or acts reduced to or approved in
      writing by all members of the Committee, shall be the valid acts of the
      Committee. 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.

            


    

     

    
      	
               
      

            	
              4.3.

            	
              Subject
      to the general terms and conditions of the Plan, the Committee shall have
      the full authority in its discretion, from time to time and at any time
      to: (i) designate Grantees to whom Securities shall be granted; (ii)
      determine the number of Shares to be covered by each Option; (iii)
      determine the time or times at which the same shall be granted; (iv)
      determine the Exercise Price of the Options and the Vesting Dates; (v)
      determine the Fair Market Value of the Shares; (vi) make an election as to
      the type of Approved 102 Securities; (vii) designate the type of
      Securities; (viii) determine any conditions on which the Options may be
      exercised and on which such Shares shall be paid for; and (ix) make all
      other determinations necessary or desirable for, or incidental to, the
      administration of the Plan.

            


    

     

    
      	
               
      

            	
              4.4.

            	
              Notwithstanding
      the above, the Committee shall not be entitled to grant Options or issue
      Shares that are not underlying Options to Grantees, however, it will be
      authorized to issue Shares underlying Options which have been granted by
      the Board and duly exercised pursuant to the provisions herein in
      accordance with section 112(a)(5) of the Companies
  Law.

            


    

     

    
      	
               
      

            	
              4.5.

            	
              The
      Committee may, from time to time, adopt such rules and regulations for
      carrying out the Plan as it may deem necessary. No member of the Board or
      of the Committee shall be liable for any act or determination made in good
      faith with respect to the Plan or any Security granted
      thereunder.

            


    

     

    
      	
               
      

            	
              4.6.

            	
              The
      interpretation and construction by the Committee of any provision of the
      Plan or of any Security thereunder shall be final and conclusive unless
      otherwise determined by the Board.

            


    

     

    
      
        	
                5.

              	
                Eligible
      Grantees

              


      

    

     

    
      	
               
      

            	
              5.1.

            	
              The
      persons eligible for participation in the Plan as Grantees shall include
      any Employees and/or Non-Employees of the Company or of any Affiliate;
      provided, however, that (i) Employees may only be granted 102 Securties;
      (ii) Non-Employees may only be granted 3(i) Securities; and (iii)
      Controlling Shareholders may only be granted 3(i)
    Securities.

            


    

     

    
      	
               
      

            	
              5.2.

            	
              The
      grant of a Security to a Grantee hereunder, shall neither entitle such
      Grantee to participate, nor disqualify her/him from participating, in any
      other grant of Securities pursuant to the Plan or any other Share
      incentive plan of the Company.

            


    

     

    
      
        	
                6.

              	
                Designation
      of Securities Pursuant to Section
102

              


      

    

     

    
      	
               
      

            	
              6.1.

            	
              The
      Company may designate Securities granted to Employees pursuant to Section
      102 as Unapproved 102 Securities or as Approved 102
      Securities.

            


    

     

    
      	
               
      

            	
              6.2.

            	
              The
      grant of Approved 102 Securities may be made under the Plan only following
      its adoption by the Board as described in Section 18, and shall be
      conditioned upon the approval of the Plan by the Israeli Tax
      Authorities.

            


    


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              6.3.

            	
              Approved
      102 Securities may either be classified as Capital Gain Securities (“CGS”) or Ordinary Income
      Securities (“OIS”).

            


    

     

    
      	
               
      

            	
              6.4.

            	
              Approved
      102 Securities elected and designated by the Company to qualify under the
      capital gain tax treatment in accordance with the provisions of Section
      102(b)(2) shall be referred to herein as CGS.

            


    

     

    
      	
               
      

            	
              6.5.

            	
              Approved
      102 Securities elected and designated by the Company to qualify under the
      ordinary income tax treatment in accordance with the provisions of Section
      102(b)(1) shall be referred to herein as OIS.

            


    

     

    
      	
               
      

            	
              6.6.

            	
              The
      Company’s election of the type of Approved 102 Securities as CGS or OIS
      granted to Employees (the “Election”), shall be
      appropriately filed with the Israeli Tax Authorities before the Date of
      Grant of any Approved 102
Securities.

            


    

    


    Such
Election shall become effective beginning the first Date of Grant of an Approved
102 Security under the Plan and shall remain in effect until at least the end of
the year following the year during which the Company first granted Approved 102
Securities. The Election shall obligate the Company to grant only the type of Approved 102
Security it has elected, and shall apply to all Approved 102 Security granted
during the period indicated herein, all in accordance with the provisions of
Section 102(g) of the Ordinance. For the avoidance of doubt, such Election shall
not prevent the Company from granting Unapproved 102 Securities
simultaneously.

     

    
      	
               
      

            	
              6.7.

            	
              All
      Approved 102 Securities must be held in trust by a Trustee, as described
      in Section 7.

            


    

     

    
      	
               
      

            	
              6.8.

            	
              For
      the avoidance of doubt, the designation of Unapproved 102 Securities and
      Approved 102 Securities shall be subject to the terms and conditions set
      forth in Section 102 of the Ordinance and the regulations promulgated
      thereunder.

            


    

     

    
      	
               
      

            	
              6.9.

            	
              With
      regards to Approved 102 Securities, the provisions of the Plan and/or the
      Incentive Agreement shall be subject to the provisions of Section 102 and
      the Tax Assessing Officer’s permit, and the said provisions and permit
      shall be deemed an integral part of the Plan and of the Incentive
      Agreement. Any provision of Section 102 and/or the said permit which is
      necessary in order to receive and/or to keep any tax benefit pursuant to
      Section 102, which is not expressly specified in the Plan or the Incentive
      Agreement, shall be considered binding upon the Company and the
      Grantees.

            


    

     

    
      
        	
                7.

              	
                Trustee

              


      

    

     

    
      	
               
      

            	
              7.1.

            	
              Anything
      herein to the contrary notwithstanding, Approved 102 Securities granted
      under the Plan and/or other shares received subsequently following any
      realization of rights with respect to such Securities, including without
      limitation bonus shares, shall be granted by the Company to a trustee
      designated by the Board and approved by the Israeli Tax Authorities in
      accordance with the provisions of Section 102(a) of the Ordinance (the
      "Trustee"), and
      held for the benefit of the Grantees for such period of time as required
      by Section 102 or any regulations, rules or orders or procedures
      promulgated thereunder (the "Holding Period"). In the
      event that the requirements for Approved 102 Securities are not met, then
      the Approved 102 Securities may be treated as Unapproved 102 Securities,
      all in accordance with the provisions of Section 102 and regulations
      promulgated thereunder.

            


    

     

    
      	
               
      

            	
              7.2.

            	
              Notwithstanding
      anything to the contrary, the Trustee shall not release any Approved 102
      Shares prior to the full payment of Grantee’s tax liabilities arising from
      Approved 102 Securities which were granted to
  Grantee.

            


    


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              7.3.

            	
              With
      respect to any Approved 102 Securities, subject to the provisions of
      Section 102 and any rules or regulation or orders or procedures
      promulgated thereunder, a Grantee shall not sell or release from trust any
      Approved 102 Share and/or any share received subsequently following any
      realization of rights, including without limitation, bonus shares, until
      the lapse of the Holding Period required under Section 102 of the
      Ordinance. Notwithstanding the above, if any such sale or release occurs
      during the Holding Period, the sanctions under Section 102 of the
      Ordinance and under any rules or regulation or orders or procedures
      promulgated thereunder shall apply to and shall be borne by such
      Grantee.

            


    

     

    
      	
               
      

            	
              7.4.

            	
              Upon
      receipt of Approved 102 Securities, Grantee will sign and undertaking to
      release the Trustee from any liability in respect of any action or
      decision duly taken and bona fide executed in relation with the Plan, or
      any Approved 102 Security granted to Grantee
  thereunder.

            


    

     

    
      	
               
      

            	
              7.5.

            	
              For
      the avoidance of doubt, nothing contained herein shall prevent the Company
      from granting Unapproved 102 Securities and/or 3(i) Securities to a
      trustee designated by the Board, to be held for the benefit of Grantees,
      all in accordance with the terms and conditions specified by the
      Board.

            


    

     

    
      
        	
                8.

              	
                Reserved
      Shares

              


      

    

    The
Company has reserved 2,285,022 authorized but unissued Shares for purposes of
the Plan and any other present or future share incentive plans of the Company,
subject to adjustments as provided in Section 14 (such number is based on a
contemplated 1:20 split of the share capital of the Company, by way of division
of the share capital and/or issuance of bonus shares).  All Shares
under the Plan or under any other present or future share incentive plans, in
respect of which the right of a Grantee hereunder or thereunder to hold or
purchase the same shall, for any reason, terminate, expire or otherwise cease to
exist, shall again be available for issuance and/or grant through Options under
the Plan and such other share incentive plans.


     

    
      
        	
                9.

              	
                Grant
      of Securities

              


      

    

    Each
Security granted pursuant to the Plan shall be evidenced by a written Incentive
Agreement between the Company and Grantee, in such form as the Board or the
Committee shall from time to time approve. Each Incentive Agreement shall state,
inter alia, the number of Shares covered thereby, the type of Security granted
thereunder (whether a CGS, OIS, Unapproved 102 Security or a 3(i) Security), the
dates when the Option may be exercised (if applicable), the Exercise Price (if
applicable), and such other terms and conditions as the Committee at its
discretion may prescribe, such as, without limitation, vesting or reverse
vesting dates, provided that they are consistent with the Plan.


     

    
      	
              10.

            	
              Term
      and Vesting of Securities

            


    

     

    
      	
               
      

            	
              10.1.

            	
              Subject
      to the provisions of this Plan, Options granted to a Grantee under the
      Plan shall vest and become exercisable following the vesting dates and for
      such number of Shares as set forth in such Grantee's Incentive Agreement,
      as determined by the Committee. As well, subject to the Plan, Shares
      issued to a Grantee shall be released from reverse vesting as set forth in
      the Grantee's Incentive Agreement, as determined by the Committee. A
      Security may be subject to such other terms and conditions on the time or
      times when it may be exercised or released from reverse vesting, as
      applicable, as the Committee may deem appropriate. The vesting or reverse
      vesting provisions of individual Securities may
  vary.

            


    


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              10.2.

            	
              Options,
      to the extent not previously exercised, shall terminate forthwith upon the
      earlier of: (i) ten (10) years from the Date of Grant (unless otherwise
      specified in the Option Agreement); (ii) the expiration in accordance with
      Section 15; and (ii) the expiration of any extended period in any of the
      events set forth in section 13.

            


    

     

    
      	
              11.

            	
              Issuance
      Price and Exercise Price

            


    

    The
Issuance Price or Exercise Price per Share issued or covered by each Option, as
applicable, shall be determined by the Committee in its sole and absolute
discretion; provided, however, that such Issuance Price or Exercise Price shall
not be less than the par value of the Shares issued or of the Shares into which
such Option is exercisable, as applicable. Each Incentive Agreement will contain
the Issuance Price or Exercise Price determined for each Grantee.



     

    
      	
              12.

            	
              Exercise
      of Options

            


    

     

    
      	
               
      

            	
              12.1.

            	
              Options
      shall be exercisable pursuant to the terms under which they were awarded
      and subject to the terms and conditions of the
  Plan.

            


    

     

    
      	
               
      

            	
              12.2.

            	
              The
      exercise of an Option shall be made by a written notice of exercise (the
      "Notice of
      Exercise") delivered by Grantee to the Company at its principal
      executive office, specifying the number of Shares to be purchased and
      accompanied by the payment of the Exercise Price, and containing such
      other terms and conditions as the Committee shall prescribe from time to
      time.

            


    

     

    
      	
               
      

            	
              12.3.

            	
              Anything
      herein to the contrary notwithstanding, but without derogating from the
      provisions of Section 13, if any Option has not been exercised and
      the Shares covered thereby not paid for until the Expiration Date, the
      Grantee’s right to such Option and his/her right to acquire the underlying
      Shares of such Option shall terminate, all interests and rights of the
      Grantee in and to the same shall ipso facto expire, and, in the event that
      in connection therewith any Approved 102 Options are still held by the
      Trustee as aforesaid, the trust with respect thereto shall ipso facto
      expire and all of such Approved 102 Options shall again be subject for
      grant as provided in Section 8.

            


    

     

    
      	
               
      

            	
              12.4.

            	
              Each
      payment for Shares shall be in respect of a whole number of Shares, and
      shall be effected in cash or by a cashier's check payable to the order of
      the Company, or such other method of payment acceptable to the
      Company.

            


    

     

    
      	
               
      

            	
              12.5.

            	
              For
      the avoidance of doubt, Grantees shall not have any of the rights or
      privileges of shareholders of the Company in respect of any Shares
      purchasable upon the exercise of any Option, nor shall they be deemed to
      be a class of shareholders or creditors of the Company for purpose of the
      operation of sections 350 and 351 of the Companies Law or any successor to
      such section, until registration of Grantee as holder of such Shares in
      the Company’s register of shareholders upon exercise of the Option in
      accordance with the provisions of the Plan, but in case of Options and
      Shares held by the Trustee, subject to the provisions of Section
      7.

            


    

     

    
      	
              13.

            	
              Termination
      of Engagement

            


    

     

    
      	
               
      

            	
              13.1.

            	
              Subject
      to the provisions of Section 13.2, unless otherwise provided in the
      Grantee’s Incentive Agreement, in the event that a Grantee ceases, for any
      reason, to be employed by or to provide services to the Company or an
      Affiliate, all Options granted to such Grantee will immediately expire
      upon such cessation. For the avoidance of doubt, unless expressly stated
      otherwise in the Grantee's Incentive Agreement, in case of such cessation
      of employment or service, the unvested portion of the Grantee's Option
      shall not continue to vest and shall immediately
  expire.

            


    


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              13.2.

            	
              Notwithstanding
      anything to the contrary hereinabove and unless otherwise determined in
      the Grantee's Incentive Agreement, an Option may be exercised after the
      date of cessation of Optionee's employment or service with the Company or
      any Affiliates during an additional period of time beyond the date of such
      cessation, but only with respect to its vested portion at the time of such
      termination, as follows:

            


    

     

    
      	
               
      

            	
              13.2.1.

            	
              If
      the Grantee’s termination of employment or service is due to such
      Grantee’s death or “Disability” (as hereinafter defined), then any of such
      Grantee’s vested Options (to the extent exercisable at the time of the
      Grantee’s termination of employment or service) shall be exercisable by
      the Grantee’s legal representative, estate of other person to whom the
      Grantee’s rights are transferred by will or by laws of descent of
      distribution for a period of twelve (12) months following such death or
      termination of employment or service due to “Disability” (but in no event
      after the expiration of the Option Term), and shall thereafter
      terminate.

            


    

    


    For
purposes hereof, “Disability” shall mean the
inability, due to illness or injury, to engage in any gainful occupation for
which the individual is suited by education, training or experience, which
condition continues for at least six (6) consecutive months or an aggregate of
six (6) months in any twelve (12)-month period.

     

    
      	
               
      

            	
              13.2.2.

            	
              If
      the Grantee’s termination of employment or service is for any reason other
      than for Cause, then any of such Grantee’s vested Options (to the extent
      exercisable at the time of the Grantee’s termination of employment or
      service) shall be exercisable for a period of ninety (90) days following
      such termination of employment or service, and shall thereafter terminate;
      provided, however, that if the Grantee dies within such ninety-day period,
      such Options shall be exercisable by the Grantee’s legal representative,
      estate or other person to whom the Grantee’s rights are transferred by
      will or by laws of descent of distribution for a period of twelve (12)
      months following the Grantee’s death (but in no event after the expiration
      of the Option Term), and shall thereafter
  terminate.

            


    

     

    
      	
               
      

            	
              13.2.3.

            	
              In
      the event of termination for Cause, any Option held by such Grantee
      (whether or not vested) shall terminate immediately and the Grantee shall
      have no further rights to purchase Shares pursuant to such
      Option.

            


    

     

    
      	
               
      

            	
              13.3.

            	
              With
      respect to Unapproved 102 Securities, if the Grantee ceases to be employed
      by the Company or any Affiliate, the Grantee 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, all in accordance with the provisions of
      Section 102 and the rules, regulation or orders promulgated
      thereunder.

            


    

     

    
      	
              14.

            	
              Adjustment
      Upon Changes in
Capitalization

            


    

    Subject
to any required action by the shareholders of the Company, the number and type
of Shares covered by each outstanding Option, and the number of Shares which
have been authorized for issuance under the Plan but which have not been issued
or as to which no Options have yet been granted or which have been returned to
the Plan upon cancellation or expiration of an Option or otherwise, as well as
the Exercise Price, shall be proportionately adjusted for any increase or
decrease in the number of issued Shares resulting from a stock split, stock
dividend, combination, exchange of shares or reclassification of the Shares, all
only if such triggering event generally applies to all Shares.


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    


    Such
adjustment shall be made by the Committee, 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 the Plan.


     

    
      	
              15.

            	
              Consequences
      of a Transaction or
Dissolution

            


    

     

    
      	
               
      

            	
              15.1.

            	
              Upon
      the occurrence of any kind of Transaction or voluntarily liquidation or
      dissolution of the Company ("Dissolution"), any
      unexercised vested Options and any unvested Options existing at that time
      shall be automatically terminated.

            


    

     

    
      	
               
      

            	
              15.2.

            	
              Notwithstanding
      the aforesaid, in case of a Transaction that involves sale, transfer or
      disposal of the securities of the Company, the Grantee’s Options then
      outstanding may be assumed or substituted for an appropriate number of
      shares of each class of shares or other securities and/or assets of the
      successor company in such Transaction (or a parent or subsidiary or
      another affiliate of such successor company) (the "Successor Company") as
      were distributed to the shareholders of the Company in respect of the
      Transaction. Furthermore, if the consideration received by the
      shareholders of the Company in respect of the Transaction was not solely
      common stock (or its equivalent) of the Successor Company, then the
      Committee may stipulate that the consideration to be received upon the
      exercise of Options shall be solely common stock (or its equivalent) of
      the Successor Company. As well, the Committee may stipulate that in lieu
      of any assumption of Options for shares or other securities of the
      Successor Company, such Options will be substituted for any other type of
      asset of the Successor Company as may be fair under the circumstances,
      including, but not limited to, cash amounts. In the case of such
      assumption and/or substitution of shares, appropriate adjustments shall be
      made to the Exercise Price of the Options to reflect such action, and all
      other terms and conditions of the Options, such as the vesting periods,
      shall remain in force.

            


    

     

    
      	
               
      

            	
              15.3.

            	
              The
      Company may notify all holders of vested but unexercised Options, at least
      10 (ten) business days before the estimated day of closing of a
      Transaction or of Dissolution (as shall be determined by the Committee) of
      such expected event, and such holders shall be required to advise the
      Company within 7 (seven) days of such notice, whether they wish to
      exercise their vested Options, in accordance with the procedures set forth
      in this Plan (regardless of whether or not actual closing of the
      Transaction or the Dissolution occurs after more than such 7-day period).
      Such exercise may be contingent on actual closing of the Transaction or
      actual occurrence of the Dissolution. Upon the expiration of such 7-day
      period, no exercise of the Options shall be allowed unless specifically
      authorized by the Committee. With respect to a Transaction, the provisions
      of this Section 15.3 shall not apply in the event of an assumption or
      substitution under Section 15.2
apply.

            


    

     

    
      	
              16.

            	
              Transferability;
      Restrictions

            


    

     

    
      	
               
      

            	
              16.1.

            	
              No
      Option shall be assignable or transferable by the Grantee to whom granted
      otherwise than by will or the laws of descent and distribution, and an
      Option may be exercised during the lifetime of the Grantee only by such
      Grantee or by such Grantee's guardian or legal
      representative.  The terms of such Option shall be binding upon
      the beneficiaries, executors, administrators, heirs and successors of such
      Grantee. The provisions of this Section 16.1 applying to Options shall
      apply to any Shares subject to reverse vesting, mutatis
      mutandis.

            


    


    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              16.2.

            	
              Unless
      otherwise determined by the Committee, until the consummation of an IPO,
      the Shares issued under the Plan shall be subject to all restrictions on
      transfer applicable to the Shares of the Company (including without
      limitation, rights of first refusal, bring along rights, no-sale, market
      stand-off and tag-along rights), as stated in the Articles and in any
      shareholders agreement applicable to all or substantially all of the
      Company's shareholders, regardless of whether or not the Grantee is party
      to such shareholders agreement.

            


    

     

    
      	
               
      

            	
              16.3.

            	
              Anything
      herein to the contrary notwithstanding, if, prior to the closing of an
      IPO, all or substantially all of the shares of the Company are to be sold,
      or upon a Transaction, all or substantially all of the shares of the
      Company are to be exchanged for securities of another company, then
      Grantee shall be obliged to sell or exchange, as the case may be, all
      Shares such Grantee was issued or purchased under the Plan, in accordance
      with the instructions then issued by the Board, whose determination shall
      be final.

            


    

     

    
      	
               
      

            	
              16.4.

            	
              Grantee
      acknowledges that in the event that Company’s shares shall be registered
      for trading on any public market, Grantee’s right to sell the Shares may
      be subject to certain limitations (including a lock-up period), as will be
      required by the Company or its underwriters; and Grantee unconditionally
      agrees and accepts any such
limitations.

            


    

     

    
      	
               
      

            	
              16.5.

            	
              By
      exercising an Option and/or by being issued a Share hereunder, Grantee
      agrees not to sell, transfer or otherwise dispose any of the Shares so
      purchased by him except in compliance with the United States Securities
      Act of 1933, as amended, and the rules and regulations thereunder or any
      other applicable law, and Grantee further agrees that all certificates
      evidencing any of such shares shall be appropriately legended to reflect
      such restriction. Nothing herein shall be deemed to require the Company to
      register the Shares under the securities laws of any jurisdiction. The
      Company shall not register any transfer of Shares not made in accordance
      with the provisions of the Plan, the Company's Articles of Association and
      any applicable law.

            


    

     

    
      	
              17.

            	
              Shareholders
      Rights

            


    

     

    
      	
               
      

            	
              17.1.

            	
              The
      Grantee shall have no rights of a shareholder with respect to the Shares
      subject to the Plan until the Grantee shall have exercised the Option (if
      applicable), paid the Exercise Price thereof (if applicable) and become
      the record holder of the Shares.

            


    

     

    
      	
               
      

            	
              17.2.

            	
              With
      respect to all exercised Options or Shares issued under the Plan, the
      Grantee shall be entitled to receive dividends in accordance with the
      number of such Shares, and subject to any applicable taxation on
      distribution of dividends, and when applicable subject to the provisions
      of Section 102 and the rules, regulations or orders promulgated
      thereunder.

            


    

     

    
      	
              18.

            	
              Term
      and Amendment of the Plan

            


    

     

    
      	
               
      

            	
              18.1.

            	
              The
      Plan shall be effective as of the day it was adopted by the Board, and
      shall expire on such date that is ten (10) years following the Board
      adoption of the Plan.

            


    

     

    
      	
               
      

            	
              18.2.

            	
              Subject
      to applicable laws, the Board may, at any time and from time to time, but
      when applicable, after consultation with the Trustee, terminate or amend
      the Plan in any respect. In no event, unless allowed under this Plan, may
      any action of the Company alter or impair the rights of a Grantee, without
      his consent, under any Security previously granted to him. Termination of
      the Plan shall not affect the Committee’s ability to exercise the powers
      granted to it hereunder with respect to Securities granted under the Plan
      prior to the date of such
termination.

            


    


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    

     

    
      	
              19.

            	
              Tax
      Consequences

            


    

     

    
      	
               
      

            	
              19.1.

            	
              All
      tax consequences and/or obligations regarding other compulsory payments
      arising from the issuance of Shares, the grant or exercise of any Option,
      from the payment for, or the subsequent disposition of, Shares covered
      thereby or from any other event or act (of the Company, its Affiliates,
      the Trustee or the Grantee) hereunder, shall be borne solely by the
      Grantee, and the Grantee shall indemnify the Company and/or its Affiliates
      and/or the Trustee, as applicable, and hold them harmless against and from
      any and all liability for any such tax (and compulsory payment, if any) or
      interest or penalty thereon, including without limitation, in respect of
      Approved 102 Securities, liabilities relating to the necessity to
      withhold, or to have withheld, any such tax (and compulsory payment, if
      any) from any payment made to the
Grantee.

            


    

     

    
      	
               
      

            	
              19.2.

            	
              The
      Company and/or, when applicable, the Trustee, shall not be required to
      release any Share certificate to a Grantee until all required payments
      have been fully made.

            


    

     

    
      	
              20.

            	
              Miscellaneous

            


    

     

    
      	
               
      

            	
              20.1.

            	
              Continuance of
      Employment or Hired Services: Neither the Plan nor the grant of a
      Security hereunder shall impose any obligation on the Company or any
      Affiliate thereof to continue the employment or service of any Grantee,
      and nothing in the Plan or in any Security granted pursuant hereto shall
      confer upon any Grantee any right to continue in the employ or service of
      the Company or an Affiliate thereof, or restrict the right of the Company
      or an Affiliate to terminate such employment or service at any
      time.

            


    

     

    
      	
               
      

            	
              20.2.

            	
              Lock up: The
      Grantee will be subject to a lock-up period of: (i) not less than one
      hundred and eighty (180) days beginning on the effective date of the
      registration statement pursuant to which an IPO was effected, or any
      longer period of time which may be required by the underwriters of such
      IPO, or as shall be binding on all other shareholders of the Company; and
      (ii) up to ninety (90) days beginning on the effective date of any
      subsequent underwritten registration of the Company’s securities (except
      to the extent that the relevant shares of the Grantee are part of such
      underwritten registration), or any longer period of time which may be
      required by the underwriters of such subsequent underwritten registration,
      or as shall be binding on all other shareholders of the
      Company.

            


    

     

    
      	
               
      

            	
              20.3.

            	
              Governing Law and
      Jurisdiction: The Plan and all instruments issued hereunder or in
      connection herewith, shall be governed by, and interpreted in accordance
      with, the laws of the State of Israel. The competent courts in Tel Aviv
      shall have sole and exclusive jurisdiction over any matters pertaining to
      the Plan.

            


    

     

    
      	
               
      

            	
              20.4.

            	
              Multiple
      Agreements: The terms of each Security may differ from other
      Securities granted under the Plan at the same time, or at any other time.
      The Committee may also grant more than one Security to a given Grantee
      during the term of the Plan, either in addition to, or in substitution
      for, one or more Securities previously granted to that Grantee. The grant
      of multiple Securities may be evidenced by a single Incentive Agreement or
      multiple Incentive Agreements, as determined by the
    Committee.

            


    

     

    
      	
               
      

            	
              20.5.

            	
              Non-Exclusivity of the
      Plan: The adoption of the Plan by the Board shall not be construed
      as amending, modifying or rescinding any previously approved incentive
      arrangement or as creating any limitations on the power of the Board to
      adopt such other incentive arrangements as it may deem desirable,
      including, without limitation, the granting of stock options otherwise
      than under the Plan, and such arrangements may be either applicable
      generally or only in specific
cases.

            


    

     

    ******


    
      
         


      

      
        - 11
-