OWC
PHARMACEUTICAL RESEARCH CORP.


 


AMENDED
AND RESTATED 2016 ISRAELI EMPLOYEE SHARE OPTION PLAN


 


Effective
February 5, 2019


 




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PREFACE


 


This
plan, as amended from time to time, shall be known as the “OWC Pharmaceutical Research Corp.” -Israeli Employee Share
Option Plan” (the “Plan”).


 


	 	1.	PURPOSE
    OF THE PLAN
	 	 	 
	 	 	The
    purpose of this Plan is to foster and promote the long-term financial success of OWC and its Affiliates and increase shareholder
    value by:


 


	 	 	(a)	motivating
    superior performance by means of performance-related incentives;
	 	 	 	 
	 	 	(b)	encouraging
    and providing for the acquisition of an ownership interest in the Company by eligible Employees; and
	 	 	 	 
	 	 	(c)	enabling
    OWC to attract and retain the services of outstanding management team and other qualified and dedicated Employees upon whose
    judgment, interest and special effort the successful conduct of its operations is largely dependent.


 


	 	2.	DEFINITIONS
	 	 	 
	 	 	For
    purposes of this Plan and related documents, including the Grant Letter, the following definitions shall apply:


 


	 	 	2.1	“102
    Option” - means an Option that the Board intends to be a “102 Option” which shall only be granted
    to Employees, and shall be subject to and construed consistently with the requirements of Section 102 of the Ordinance. Approved
    102 Options may either be classified as Capital Gains Track Options (CGTO) or Ordinary Income Track Options (OITO).
    102 Options may either be granted to a Trustee or without a Trustee.
	 	 	 	 
	 	 	2.2	“3(i)
    Option” - means Options granted pursuant to Section 3(i) of the Ordinance.
	 	 	 	 
	 	 	2.3	“Administrator”
    - means the Board or the Committee as shall be administering this Plan, in accordance with Section ‎3 below.
	 	 	 	 
	 	 	2.4	“Affiliate”
    - means any company eligible to be qualified as an “employing company”, with respect to the Company, within the
    meaning of Section 102(a) of the Ordinance including any and all rules and regulations promulgated thereunder, as now in effect
    or as hereafter amended.
	 	 	 	 
	 	 	2.5	“Approved
    102 Option” - means an Option granted pursuant to Section 102(b) of the Ordinance, including any and all rules and
    regulations promulgated thereunder, as now in effect or as hereafter amended, and held in trust by a Trustee for the benefit
    of the Optionee, pursuant to Section 102.
	 	 	 	 
	 	 	2.6	“Board”
    - means the Board of Directors of the Company.
	 	 	 	 
	 	 	2.7	“Capital
    Gains Track Option” or “CGTO” - as defined in Section ‎5.4 below.


 


	 	 	2.8	“Cause”
    - means, with respect to an Employee (i) as such term is defined in the individual employment agreement or other engagement
    agreement between an Employee and OWC or its any of Affiliates, or (ii) if no such agreement is in place, then ‘Cause’
    shall mean any one of the following: (a) conviction of any felony involving moral turpitude or affecting OWC; (b) any failure
    to carry out, as an Employee of OWC or its Affiliates, a reasonable directive of the chief executive officer, OWC’s
    board or the Optionee’s direct supervisor, which involves the business of OWC or its Affiliates and which was capable
    of being lawfully performed by Optionee; (c) embezzlement or theft of funds of OWC or its Affiliates; (d) any breach of the
    Optionee’s fiduciary duties or duties of care of OWC, including, without limitation, self-dealing, prohibited disclosure
    of confidential information of, or relating to, OWC, engagement in any business competitive to the business of OWC or of its
    Affiliates or breach of non-solicitation covenants; (e) any conduct (other than conduct in good faith) reasonably determined
    by the Board to be materially detrimental to OWC, and (f) any other circumstances under which OWC is entitled to terminate
    Optionee’s employment with OWC without paying Optionee severance pay under applicable law; and with respect to a Non-Employee
    (i) as such term is defined in the individual engagement agreement between the Optionee and OWC or its Affiliates, or (ii)
    if no such agreement is in place, then ‘Cause’ shall mean any one of the circumstances set forth in (a) through
    and including (e) herein, as applicable to such Non-Employee.
	



 


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	 	 	2.9	“Chairperson”
    - means the chairperson of the Committee.
	 	 	 	 
	 	 	2.10	“Certificate
    of Incorporation” means the certificate of incorporation of the Company as the same maybe amended from time to time.
	 	 	 	 
	 	 	2.11	“Committee”
    - means a share option compensation committee appointed by the Board, which shall consist of no fewer than two members
    of the Board, and if no such compensation committee is appointed, then the Board.
	 	 	 	 
	 		2.12	“Company”
    – means OWC Pharmaceutical Research Corp., a company organized and existing under the laws of the state of Delaware,
    USA, whose principal office is at Wall Street 40 NY, NY, USA 10005.
	 	 	 	 
	 	 	2.13	“Companies
    Law” - means the Israeli Companies Law, 5759-1999, including any rules and regulations promulgated thereunder
    and any provisions of the Companies Ordinance [New Version], 1983 still in effect, as amended from time to time.
	 	 	 	 
	 	 	2.14	“Controlling
    Shareholder” - shall have the meaning ascribed to it in Section 32(9) of the Ordinance.
	 	 	 	 
	 	 	2.15	“Cut-Off
    Date” – as defined in Section ‎11.3‎(b) below.
	 	 	 	 
	 	 	2.16	“Date
    of Grant” - means the date of grant of an Option, as determined by the Board and set forth in the Optionee’s
    Grant Letter, and in any event not earlier than the first date on which the Company is permitted to effect Option grants under
    this Plan and the provisions of the Ordinance, including any and all rules and regulations promulgated thereunder, as now
    in effect or as hereafter amended.
	 	 	 	 
	 	 	2.17	“Disability”
    – as defined in Section ‎9.5‎(v) below.
	 	 	 	 
	 	 	2.18	“Election”
    – as defined in Section ‎5.6 below.
	 	 	 	 
	 	 	2.19	“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 Shareholders.
	 	 	 	 
	 	 	2.20	“Event”
    – as defined in Section ‎11.2 below.
	 	 	 	 
	 	 	2.21	“Exercise
    Price” - means the exercise price for each Share underlying an Option, as determined in Section ‎8 below.
	 	 	 	 
	 	 	2.22	“Expiration
    Date” - means the date upon which an Option shall expire, as set forth in Section ‎9.2 below.
	 	 	 	 
	 	 	2.21	“Grant
    Letter” - means the grant letter given by the Company to the Optionee and signed by the Optionee, and which sets
    out the terms and conditions of an Option.


 



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	 	 	2.22	“ITA”
    - means the Israeli Tax Authority.
	 	 	 	 
	 	 	2.23	“Non-Employee”
    - means a consultant, adviser, service provider, Controlling Shareholder or any other person who is not an Employee.
	 	 	 	 
	 	 	2.24	“Ordinary
    Income Track Option” or “OITO” - as defined in Section ‎5.5 below.
	 	 	 	 
	 	 	2.25	“Option”
    - means an option to purchase one or more Shares of the Company pursuant to this Plan.
	 	 	 	 
	 	 	2.26	“Optionee”
    - means a person who receives or holds an Option under this Plan.
	 	 	 	 
	 	 	2.27	“Ordinance”
    - means the Israeli Income Tax Ordinance [New Version] 1961.
	 	 	 	 
	 	 	2.28	“Representative”
    – as defined in Section ‎9.1 below.
	 	 	 	 
	 	 	2.29	“Restricted
    Period” – as defined in Section ‎6.1 below.
	 	 	 	 
	 	 	2.30	“Section
    102” - means Section 102 of the Ordinance, including any and all rules, regulations, orders and procedures
    promulgated thereunder, as now in effect or as hereafter amended.
	 	 	 	 
	 	 	2.31	“Share”
    - means the common stock of the Company, with a par value of $0.0001 per share.
	 	 	 	 
	 	 	2.32	“Successor
    Company” - means any entity into or with which the Company is merged or by which, the Company is acquired,
    pursuant to a Transaction in which the Company is not the surviving entity.
	 	 	 	 
	 	 	2.33	“Transaction”
    – means (i) a merger, acquisition or reorganization of the Company with one or more other entities in which the
    Company is not the surviving entity, or (ii) a sale of all or substantially all of the assets or shares of the Company.
	 	 	 	 
	 	 	2.34	“Trustee”
    - means any individual or entity appointed by the Company to serve as a trustee and who has been approved by the ITA,
    all in accordance with the provisions of Section 102(a) of the Ordinance, including any and all rules and regulations promulgated
    thereunder, as now in effect or as hereafter amended.
	 	 	 	 
	 	 	2.35	“US$”
    – means United States of America dollars.
	 	 	 	 
	 	 	2.36	“Vested
    Option” – means any Option that has already become vested and exercisable according to its Vesting Schedule
    or otherwise (e.g. acceleration upon certain events).
	 	 	 	 
	 	 	2.37	“Vesting
    Schedule” - means, with respect to any Option, the date(s) as of which the Optionee shall be entitled to exercise
    such Option, as set forth Optionee’s individual Grant Letter, and if no such date(s) are specified in Optionee’s
    individual Grant Letter, then as set out in Section ‎10.2 below.
	 	 	 	 
	 	 	2.38	“Unapproved
    102 Option” - means an Option granted pursuant to Section 102(c) of the Ordinance, including any and all rules and
    regulations promulgated thereunder, as now in effect or as hereafter amended, and not held in trust by a Trustee.


 




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	 	3.	ADMINISTRATION
    OF THIS PLAN
	 	 	 
	 	 	This
    Plan shall be administered by the Board. The Board shall have the authority in its sole discretion, subject and not inconsistent
    with the express provisions of this Plan, to administer this Plan and to exercise all the powers and authorities specifically
    granted to it under this Plan as necessary and advisable in the administration of this Plan.
	 	 	 
	 	 	Provided
    that the Board is entitled by the Certificate of Incorporation and by law to delegate all and any of its powers and authority
    granted to it under this Plan to a Committee, then such powers and authority may be delegated to the Committee. The Committee
    shall have the responsibility of construing and interpreting this Plan and of establishing and amending such rules and regulations,
    as it deems necessary or desirable for the proper administration of this Plan.


 


	 	 	3.1	The
    Committee shall select one of its members as its Chairperson and shall hold its meetings at such times and places, as the
    Chairperson shall determine or as otherwise convened in accordance with the Certificate of Incorporation. The Committee shall
    keep records of its meetings and shall make such rules and regulations for the conduct of its business, as it shall deem advisable.
	 	 	 	 
	 	 	3.2	The
    Committee shall have the power to recommend to the Board, and the Board shall have the full power and authority to: (i) designate
    Optionees; (ii) determine the Date of Grant, terms and provisions of the respective Grant Letters (which need not be identical),
    including, but not limited to, the number of Options to be granted to each Optionee, the number of Shares to be covered by
    each Option, provisions concerning the time and extent to which the Options may be exercised, and the nature and duration
    of restrictions as to the transferability, or restrictions constituting substantial risk of forfeiture upon occurrence of
    certain events; (iii) designate the type of Options; and (iv) cancel or suspend Options, as necessary.
	 	 	 	 
	 	 	3.3	Subject
    to the provisions of this Plan, the Certificate of Incorporation, applicable laws and the specific duties delegated by the
    Board to the Committee, and subject to the approval of any relevant authorities, the Committee shall have the authority, in
    its sole discretion:


 


	 	 	 	(i)	To
    construe and interpret the terms of this Plan and any Options granted pursuant hereto;
	 	 	 	 	 
	 	 	 	(ii)	To
    designate the Employees and Non-Employees to whom Options may from time to time be granted hereunder;
	 	 	 	 	 
	 	 	 	(iii)	To
    determine the number of Shares to be covered by each such Option granted hereunder;
	 	 	 	 	 
	 	 	 	(iv)	To
    prescribe forms of agreements and/or Grant Letters for use under this Plan;
	 	 	 	 	 
	 	 	 	(v)	To
    determine the terms of any Option granted hereunder;
	 	 	 	 	 
	 	 	 	(vi)	To
    determine the Exercise Price of any Option granted hereunder;
	 	 	 	 	 
	 	 	 	(vii)	To
    prescribe, amend and rescind rules and regulations relating to this Plan, provided that any such amendment or rescindment
    that would adversely affect the rights of an Optionee that has received or been granted an Option shall not be made without
    the Optionee’s written consent.
	 	 	 	 	 
	 	 	 	(viii)	To
    take all other action and make all other determinations necessary for the administration of this Plan.
	 	 	 	 	 
	 	 	 	(ix)	To
    determine the total number of Shares with in the pool allocated for the purpose of this Plan from time to time, and or any
    additional awards hereafter, subject to this Plan.


 




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	 	 	3.4	Subject
    to the Certificate of Incorporation and applicable law, all decisions and selections made by the Board or the Committee pursuant
    to the provisions of this Plan shall be made by a majority of its members. Any decision reduced to writing shall be executed
    in accordance with the provisions of the Certificate of Incorporation, as the same may be in effect from time to time.
	 	 	 	 
	 	 	3.5	Any
    decision or action taken or to be taken by the Committee, arising out of or in connection with the construction, administration,
    interpretation and effect of this Plan and of its rules and regulations, shall, to the maximum extent permitted by applicable
    law, be within its absolute discretion (except as otherwise specifically provided herein) and shall be conclusive and binding
    upon all Optionees and any person claiming under or through any Optionee.
	 	 	 	 
	 	 	3.6	The
    liability of any member of the Board or the Committee, with respect to this Plan or any Option granted hereunder, shall be
    in accordance with the Certificate of Incorporation and applicable law.
	 	 	 	 
	 	 	3.7	Any
    member of the Committee shall be eligible to receive Options under this Plan while serving on the Committee, unless otherwise
    specified herein. No person shall be eligible to be a member of the Committee if that person’s membership would prevent
    this Plan from complying with exemptions provided under applicable laws.


 


	 	4.	DESIGNATION
    OF OPTIONEES


 


	 	 	4.1	The
    persons eligible for participation in this Plan as Optionees shall include any Employees and/or Non-Employees of the Company
    or of any Affiliate thereof; provided, however, that (i) Employees may only be granted 102 Options; and (ii) Non-Employees
    may only be granted 3(i) Options.
	 	 	 	 
	 	 	4.2	Each
    Option granted pursuant to this Plan shall be evidenced by a Grant Letter, substantially in such form attached hereto as Exhibits
    A and B. Each Grant Letter shall state, among other matters, the number of Shares to which the Option relates, the
    type of Option granted thereunder (whether an CGTO, OITO, Unapproved 102 Option or a 3(i) Option), the Vesting Schedule, the
    Exercise Price per share, the Expiration Date and such other terms and conditions included in the Grant Letter, including
    any such other terms that the Committee or the Board in their discretion may prescribe, provided in all cases that they are
    consistent with this Plan. The Grant Letter shall be delivered to the Optionee and executed by the Optionee and shall incorporate
    the terms of this Plan by reference and specify the terms and conditions thereof and any rules applicable thereto.
	 	 	 	 
	 	 	4.3	Neither
    this Plan nor any Grant Letter nor any offer of Options to an Optionee shall impose any obligation on the Company to continue
    to employ or to engage the services of any Optionee, and nothing in this Plan or in any Option granted pursuant thereto shall
    give any Optionee any right to continued employment, service with or engagement by the Company or restrict the right of the
    Company to terminate such employment, services or engagement at any time. Further, the Company and each Affiliate expressly
    reserves the right at any time to dismiss an Optionee free from any liability, or any claim under thisPlan, except as provided
    herein or in any agreement entered into with respect to an Option.
	 	 	 	 
	 	 	4.4	The
    grant of an Option hereunder shall neither entitle the Optionee to participate nor disqualify the Optionee from participating
    in, any other grant of Options pursuant to this Plan or any other option or share plan of the Company or any of its Affiliates.
	 	 	 	 
	 	 	4.5	Notwithstanding
    anything in the Plan to the contrary, all grants of Options to directors and office holders shall be authorized and implemented
    in accordance with the provisions of the Companies Law.


 




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	 	5.	DESIGNATION
    OF OPTIONS PURSUANT TO SECTION 102


 


	 	 	5.1	The
    Company may designate Options granted to Employees pursuant to Section 102 as Unapproved 102 Options or Approved 102 Options.
	 	 	 	 
	 	 	5.2	The
    grant of Approved 102 Options under this Plan shall be made in accordance with the provisions herein, including the provisions
    of Section ‎6 below, and shall be conditioned upon the approval of this Plan by the ITA.
	 	 	 	 
	 	 	5.3	An
    Approved 102 Option may either be classified as either a Capital Gains Track Option (CGTO) or an Ordinary Income Track Option
    (OITO).
	 	 	 	 
	 	 	5.4	An
    Approved 102 Option 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 “CGTO”.
	 	 	 	 
	 	 	5.5	An
    Approved 102 Option 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 “OITO”.
	 	 	 	 
	 	 	5.6	The
    Company’s election of the type of Approved 102 Options as CGTO or OITO granted to Employees (the “Election”)
    shall be appropriately filed with the ITA before the first Date of Grant of an Approved 102 Option under such Election. Such
    Election shall become effective beginning the first Date of Grant of an Approved 102 Option under such Election and shall
    remain in effect until changed, but in any case not earlier than the end of the year following the year during which the Company
    first granted Approved 102 Options under such Election. The Election shall obligate the Company to grant only the type of
    Approved 102 Option it has elected, and shall apply to all Optionees who were granted Approved 102 Options during the period
    indicated herein, all in accordance with the provisions of Section 102(g) of the Ordinance, including any and all rules and
    regulations promulgated thereunder, as now in effect or as hereafter amended. For avoidance of doubt, such Election shall
    not prevent the Company from granting Unapproved 102 Options simultaneously.
	 	 	 	 
	 	 	5.7	Designation
    of Approved 102 Options – if an Optionee exercises and sells his Shares within the Restricted Period, the Company shall
    not bear any tax liability arising due to the exercise and or sale of such Shares resulting from Optionee’s termination
    of employment, except for the tax liability mentioned in Section ‎22 below.
	 	 	 	 
	 	 	5.8	All
    Approved 102 Options must be held in trust by the Trustee, as described in Section ‎6 below.
	 	 	 	 
	 	 	5.9	For
    avoidance of doubt, the designation of Unapproved 102 Options and Approved 102 Options shall be subject to the terms and conditions
    set forth in Section 102.


 


	 	6.	TRUSTEE


 


	 	 	6.1	Approved
    102 Options which shall be granted under this Plan and/or any Shares allocated or issued upon exercise of such Approved 102
    Options and/or other shares received subsequently following any realization of rights, including, without limitation, bonus
    shares, shall be allocated or issued to the Trustee (and registered in the Trustee’s name in the Company’s shareholders
    register) and held by the Trustee for the benefit of the Optionees to whom such Approved 102 Options were granted for such
    period of time as required by Section 102 (the “Restricted Period”). All certificates representing Shares
    issued to the Trustee under this Plan shall be deposited with the Trustee, and shall be held by the Trustee until such time
    that such Shares are released from the aforesaid trust as herein provided. If the requirements for Approved 102 Options are
    not met, the Approved 102 Options may be treated as Unapproved 102 Options, all in accordance with the provisions of Section
    102.


 




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	 	 	6.2	Notwithstanding
    anything to the contrary herein, the Trustee shall not release any Shares allocated or issued upon exercise of Approved 102
    Options prior to the full payment of the Optionee’s tax liabilities arising from Approved 102 Options, which were granted
    to such Optionee and/or any Shares allocated or issued upon exercise of such Options.
	 	 	 	 
	 	 	6.3	With
    respect to any Approved 102 Option, subject to the provisions of Section 102, an Optionee shall not sell or release from trust
    any Share received upon the exercise of an Approved 102 Option and/or any share received subsequently following any realization
    of rights, including without limitation, bonus shares, until the lapse of the Restricted Period required under Section 102.
    Notwithstanding the above, if any such sale or release occurs during the Restricted Period, the sanctions under Section 102
    shall apply to and shall be borne by such Optionee.
	 	 	 	 
	 	 	6.4	Upon
    receipt of Approved 102 Option, the Optionee will sign an undertaking to release the Trustee from any liability in respect
    of any action or decision duly taken and bona fide executed in relation with this Plan, or any Approved 102 Option or Share
    granted to him hereunder. Such release may be incorporated into the Grant Letter.
	 	 	 	 
	 	 	6.5	3(i)
    Options which shall be granted under the Plan, may, but need not, be issued to the Trustee, and if so issued to the Trustee,
    shall be held for the benefit of the Optionee. The Trustee shall hold such Options and the shares issued upon the exercise
    thereof (in the event of an exercise of such Options) pursuant and subject to Section 3(i) of the Ordinance, including any
    and all rules, regulations, orders and procedures promulgated thereunder, as now in effect or as hereafter amended. Anything
    to the contrary notwithstanding, the Trustee shall not release any 3(i) Options held by it and which were not already exercised
    into shares of the Company by the Optionee, nor shall the Trustee release any shares issued upon the exercise of 3(i) Options
    – in both cases - prior to the full payment of the relevant Optionee’s tax liabilities arising from those 3(i)
    Options which were granted to him and any shares issued upon the exercise of such 3(i) Options.


 


	 	7.	SHARES
    RESERVED FOR THE PLAN; RESTRICTIONS THEREON


 


	 	 	7.1	The
    Company shall from time to time reserve, out of its authorized but un-issued share capital, such number of Shares as the Board
    deems appropriate (subject to the Certificate of Incorporation) for the purposes of this Plan and/or for the purposes of any
    other share option plans which have previously been, or may in the future be, adopted by the Company, subject to adjustment
    as set forth in Section ‎11 below. Any Shares which remain un-issued and which are not subject to then outstanding Options
    at the termination or expiration of this Plan shall cease to be reserved for the purpose of this Plan, but may continue to
    be reserved for other share option plans then in effect, and in any event, until termination of this Plan the Company shall
    at all times reserve sufficient number of Shares to meet the requirements of any then outstanding Options. Should any Option
    for any reason expire or be canceled prior to its exercise or relinquishment in full, the Shares subject to such Option may
    again be subjected to a new Option under this Plan or under the Company’s other share option plans, provided, however,
    that Shares that have actually been issued under this Plan shall not be returned to the pool under this Plan and shall not
    become available for future distribution under this Plan.


 




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	 	8.	EXERCISE
    PRICE


 


	 	 	8.1	The
    Exercise Price of each Share subject to an Option shall be as determined by the Committee in its sole and absolute discretion
    in accordance with applicable law, subject to any guidelines as may be determined by the Board from time to time. Each Grant
    Letter will contain the Exercise Price determined for each Option covered thereby (but in any event, not less than the nominal
    value of the Share issuable upon exercise thereof). In no event shall the Exercise Price of an Option be less than the par
    value of the shares for which such Option is exercisable. The Exercise Price shall also be subject to adjustment as provided
    in Section ‎11.5 hereof.
	 	 	 	 
	 	 	8.2	The
    total consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall
    be determined by the Administrator and may consist entirely of (1) cash, (2) check, or (3) any combination of the foregoing
    methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider
    if acceptance of such consideration may be reasonably expected to benefit the Company. The Committee shall have the authority
    to postpone the date of payment on such terms as it may determine.
	 	 	 	 
	 	 	8.3	The
    Exercise Price shall be denominated in US$ or otherwise as determined by the Committee.
	 	 	 	 
	 	 	8.4	The
    proceeds received by the Company from the issuance of Shares subject to the Options will be added to the general funds of
    the Company and used for its corporate purposes.


 


	 	9.	TERM
    AND EXERCISE OF OPTIONS


 


	 	 	9.1	Options
    shall be exercised by the Optionee by giving written notice to the Company and/or to any third party designated by the Company
    (the “Representative”), in such form and method as may be determined by the Committee and when applicable,
    by the Trustee in accordance with the requirements of Section 102, which exercise shall be effective upon receipt of such
    notice by the Company and/or the Representative and the payment of the Exercise Price at the Company’s or the Representative’s
    principal office. The notice shall specify the number of Shares with respect to which the Option is being exercised.
	 	 	 	 
	 	 	9.2	Options,
    to the extent not previously exercised, shall terminate forthwith upon the earlier of: (i) the date set forth in the Grant
    Letter (and unless otherwise determined in accordance with the provisions of this Plan with respect to any Option(s), such
    date shall be ten (10) years from the respective Date of Grant); or (ii) the expiration of any extended period in any of the
    events set forth in Section ‎9.5 below (the “Expiration Date”).
	 	 	 	 
	 	 	9.3	The
    Options may be exercised by the Optionee in whole at any time or in part from time to time, to the extent that the Options
    become vested and exercisable, prior to the Expiration Date, and provided that, subject to the provisions of Section ‎9.5
    below, the Optionee who is an Employee is employed by or providing services to the Company or any of its Affiliates, at all
    times during the period beginning with the granting of the Option and ending upon the date of exercise. An Optionee who is
    a Non-Employee may exercise the Options in whole at any time or in part from time to time, to the extent that the Options
    have become vested and exercisable, prior to the Expiration Date.
	 	 	 	 
	 	 	9.4	Subject
    to the provisions of Section ‎9.5 below, in the event of termination of Optionee’s employment or services, with
    the Company or any of its Affiliates, all Options granted to such Optionee that are at the time of termination non-vested
    will immediately expire. A notice of termination of employment or service shall be deemed to constitute termination of employment
    or service. For the avoidance of doubt, in case of such termination of employment or service, the unvested portion of the
    Optionee’s Option shall not vest and shall not become exercisable and any unvested portion of the Optionee’s Option
    shall revert to the pool of Shares under this Plan or that of other share option plans then in effect.


 




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	 	 	9.5	Notwithstanding
    anything to the contrary herein and unless otherwise determined in the Optionee’s Grant Letter, an Option may be exercised
    after the date of termination of Optionee’s employment or service with the Company or any Affiliates during an additional
    period of time beyond the date of such termination, but only with respect to the number of Vested Options at the time of such
    termination according to the Vesting Schedule, as follows:


 


	 	 	 	(i)	If
    termination is without Cause, then any Vested Option still in force and un-expired may be exercised within a period of three
    (3) months after the date of such termination, provided however, that no Option shall be exercisable prior to the lapse of
    the first anniversary following the Date of Grant;
	 	 	 	 	 
	 	 	 	(ii)	If
    termination is the result of death, or Disability (defined below) of the Optionee, then any Vested Option still in force and
    un-expired may be exercised within a period of twelve (12) months after the date of such termination;
	 	 	 	 	 
	 	 	 	(iii)	With
    respect to (i) and (ii) above, prior to the expiration of the periods set out therein (i.e., the 3-month period in (i) above,
    and the 12-month period in (ii) above), the Committee may authorize an extension of the terms of exercise post-termination
    of all or part of the Vested Options beyond the date of such termination for a period not to exceed the period during which
    the Options by their terms would otherwise have been exercisable.
	 	 	 	 	 
	 	 	 	(iv)	For
    avoidance of any doubt, notwithstanding anything herein to the contrary, if termination of employment or service is for Cause
    any outstanding unexercised Option (whether vested or non-vested), will immediately expire and terminate, and the Optionee
    shall not have any right in connection to such outstanding Options.
	 	 	 	 	 
	 	 	 	(v)	As
    used herein: the term “Disability” shall have the meaning ascribed thereto in the individual employment
    or engagement agreement between the Optionee and the Company or any of its Affiliates, as applicable and if no such definition
    exists, then “Disability” shall mean Optionee’s inability to perform his/her duties to the Company
    or to any of its Affiliates, for a consecutive period of at least 180 days, by reason of any medically determinable physical
    or mental impairment as determined by a medical doctor satisfactory to the Committee.


 


	 	 	9.6	To
    avoid doubt, the Optionees shall not be deemed owners of the Shares issuable upon the exercise of Options and 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 of the Company for any purpose, including but not limited for
    the purpose of the operation of Sections 350 and 351 of the Companies Law or any successor to such section, until registration
    of the Optionee as holder of such Shares in the Company’s register of shareholders upon exercise of the Option in accordance
    with the provisions of this Plan, but in case of Options and Shares held by the Trustee, subject to the provisions of Section
    ‎6 above. Notwithstanding anything herein to the contrary, in no event shall the Optionees be deemed a class of creditors
    of the Company for any purpose whatsoever, including but not limited to for the purpose of the operation of Sections 350 and
    351 of the Companies Law or any successor to such section.
	 	 	 	 
	 	 	9.7	The
    form of Grant Letter customarily used by the Company in connection with the grant of Options, provided it is consistent with
    the provisions of this Plan, may contain such other provisions, as the Committee or the Board may, from time to time, deem
    advisable.
	 	 	 	 
	 	 	9.8	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 for 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.


 




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	 	 	9.9	With
    respect to Unapproved 102 Options, if the Optionee ceases to be employed the Company or any Affiliate, the Optionee 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. In respect of any employer’s tax liability for the purpose of
    employment taxes such as in the case of social taxes, see Section ‎22 below.
	 	 	 	 
	 	 	9.10	Shares
    shall not be issued pursuant to the exercise of an Option unless the exercise of such Option, the method of payment and the
    issuance and delivery of such Shares shall comply with applicable laws.
	 	 	 	 
	 	 	9.11	Upon
    their issuance, the Shares shall carry equal voting rights on all matters where such vote is permitted by applicable laws
    of the jurisdiction of incorporation of the Company.
	 	 	 	 
	 	 	9.12	It
    is hereby clarified that the Company shall have no liability to an Optionee, or to any other party, if an Option (or any part
    thereof), which is intended to be a 102 Option, does not eventually qualify as a 102 Option.
	 	 	 	 
	 	 	9.13	Voting
    Proxy. The right to vote any Shares acquired under this Plan pursuant to a Grant Letter shall, unless otherwise determined
    by the Committee, be given by the Optionee, pursuant to an irrevocable proxy (in a form approved by the Board or the Committee),
    to the Chairman of the Board of the Company or to any other person or persons designated by such. Such a proxy shall include
    a provision according to which such Shares shall be voted in the same proportion as the result of the shareholder vote at
    the shareholders meeting or written consent in respect of which such Shares will be voted. Unless otherwise determined by
    the Committee, all Options granted hereunder shall be conditioned upon the execution of such irrevocable proxy. So long as
    any such Shares are held by a Trustee, such Shares shall be voted by the Trustee (or a proxy thereof designated by the Board
    or the Committee), and such Shares shall be voted in the same proportion as the result of the shareholder vote at the shareholders
    meeting or written consent in respect of which the Shares held by the Trustee are being voted.


 


	 	10.	VESTING
    OF OPTIONS


 


	 	 	10.1	Subject
    to the provisions of this Plan, each Option shall vest and become exercisable commencing on the Vesting Date thereof, as determined
    by the Board or by the Committee, for the number of Shares as shall be provided in the Grant Letter. However, no Option shall
    be exercisable prior to the lapse of the first anniversary following the Date of Grant and after the Expiration Date.
	 	 	 	 
	 	 	10.2	Unless
    otherwise determined by the Administrator, all Options granted pursuant to this Plan, shall, subject to the Optionee’s
    continued employment with or service to the Company or its Affiliate, become vested over a two (2) year period from its Date
    of Grant, as follows:




 


10.2.1
Thirty three percent (33%) of the Options shall vest on the Date of Grant;


 


10.2.2
Eight and a quarter percent (8.25%) of the Options shall vest on a quarterly basis from the Date of Grant and until the end of
the first anniversary of the Date of Grant; and


 


10.2.3
Eight and a half percent (8.5%) of the Options shall vest on a quarterly basis from the first anniversary of the Date of Grant
and until the end of the second anniversary from the Date of Grant.


 




    	11



    	 



    

 


	 	 	10.3	An
    Option may be subject to such other terms and conditions on the time or times when it may be exercised, as the Committee may
    deem appropriate. The vesting provisions of individual Options may vary.
	 	 	 	 
	 	 	10.4	To
    remove any doubt, no Option shall be exercisable prior to the lapse of the first anniversary following the Date of Grant.




 


	 	11.	ADJUSTMENTS


 


	 	 	11.1	Changes
    in Capitalization. Subject to any required action by the shareholders of the Company, the number of Shares covered
    by each outstanding Option, the number of Shares which have been reserved for issuance under this Plan and/or any other share
    option plan adopted by the Company, but as to which no Options have yet been granted or which have been returned to this Plan
    or such other share option plans upon cancellation or expiration of an Option, as well as the Exercise Price per share of
    Shares covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease resulting from
    a share split, bonus shares (share dividend), combination or reclassification of the Shares, or any other increase or decrease
    in the number of issued Shares effected without receipt of consideration by the Company. The adjustments described herein
    shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as
    expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of any
    class, shall affect, and no adjustment by reason thereof shall be made with respect to the number or the price of Shares subject
    to an Option. If the Options or the Shares issued upon the exercise of such Options will be deposited with a Trustee, as determined
    by the Administrator, all of the Shares formed by these adjustments also will be deposited with the Trustee on the same terms
    and conditions as the original Options or Shares.
	 	 	 	 
	 	 	11.2	Dissolution
    or Liquidation. In the event of any dissolution or liquidation of the Company, whether voluntary or involuntary (the
    “Event”), the Administrator shall notify each Optionee as soon as practicable prior to the effective date
    of such Event. The Option holders shall then have fifteen (15) days to exercise any unexercised Vested Options held by them
    at that time, in accordance with the exercise procedure set forth herein. Upon the expiration of such 15-day period, all remaining
    unexercised Options and any non-Vested Options will terminate immediately. The Administrator in its sole discretion may allow
    the exercise of any or all-outstanding Options, whether or not such Options are Vested Options, during a longer period following
    such notification and prior to the Event, all subject to the provisions of applicable laws. To the extent it has not been
    previously exercised, an Option and all Optionee’s rights thereto will terminate immediately prior to the Event.
	 	 	 	 
	 	 	11.3	Transaction.
	 	 	 	 
	 	 	 	(a)	In
    the event of a Transaction, and to the extent possible by the terms of the Transaction, each outstanding Option shall be assumed
    for an equivalent option or right substituted by the successor corporation or a parent or subsidiary of the successor corporation,
    and appropriate adjustments shall be made in the number of options in order to reflect such an action and to keep the Optionee
    harmless due to the Transaction.
	 	 	 	 
	 	 	 	(b)	In
    the event that as part of the Transaction the successor corporation refuses to assume or substitute outstanding Options, the
    vesting periods defined in the Grant Letters shall be accelerated so that any unvested Option or any portion thereof shall
    be immediately vested as of the date which is ten (10) days prior to the effective date of the Transaction, in which event
    the Company shall notify the Optionee that the Options are fully exercisable for a period of ten (10) days from the date of
    such notice, and the Options shall terminate upon the expiration of such period. [Odelia: Need to check if this does not cause
    a taxable event to the Optionee Subject to the following paragraph of this Section ‎11.3‎(b), any Vested Options shall
    be fully exercisable for such period as determined by the Board, where any un-Vested or Vested but un-exercised Options shall
    terminate upon the expiration of such period.




 




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	 	 	 	 	In
    any event, any Vested Option not exercised by the date determined above (the “Cut-Off Date”), and any un-Vested
    Options on such Cut-Off Date, shall immediately terminate and no longer be exercisable by the Optionee as of the Cut-Off Date.


 


	 	 	 	(c)	Without
    derogating from the provisions of paragraph ‎(b) above, if as a condition precedent to a Transaction, all Optionees are
    required to sell or exchange their Vested Options and/or any Shares issued upon exercise thereof as part of the Transaction,
    then each Optionee shall be obligated to sell or exchange, as the case may be, any Vested Options and/or Shares such Optionee
    holds or purchased under this Plan, in accordance with the instructions of the Board, at its sole and absolute discretion,
    in connection with the Transaction, and on the same terms as shall be determined to all the holders of common stock of the
    Company. For avoidance of doubt, on the Cut-Off Date, any Vested Options not sold or exchanged and any non-Vested Options
    shall terminate and expire as of the Cut-Off Date.
	 	 	 	 
	 	 	 	(d)	For
    the purposes of this paragraph, the Option shall be considered assumed if, following a Transaction, the Optionee receives
    the right to purchase or receive, for each Share subject to the Option immediately prior to the Transaction, the consideration
    (whether in shares, stocks, cash, or other securities or property) received in the Transaction by holders of Shares for each
    Share held on the effective date of the Transaction (and if holders were offered a choice of consideration, the type of consideration
    chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in
    the Transaction is not solely shares of the successor corporation or its parent or subsidiary, the Administrator may, with
    the consent of the successor corporation, provide for each Optionee to receive solely Shares of the successor company or its
    parent or subsidiary equal to the per share consideration received by holders of Shares in the Transaction.


 


	 	 	11.4	No
    changes will be made to the terms of the Options upon the consummation of a Transaction, except as the Board determines to
    be necessary or desired to effect such Transaction.
	 	 	 	 
	 	 	11.5	Stock
    Dividend, Bonus Shares, Stock Split.


 


	 	 	 	(a)	If
    the outstanding shares of the Company shall at any time be changed or exchanged by declaration of a share dividend (bonus
    shares), share split, combination or exchange of shares, recapitalization, or any other like event by or of the Company, and
    as often as the same shall occur, then the number, class and kind of the Shares subject to this Plan or subject to any Options
    therefor granted, and the Exercise Prices, shall be appropriately and equitably adjusted so as to maintain the proportionate
    number of Shares without changing the aggregate Exercise Price, provided, however, that the Exercise Price shall not be less
    than the nominal value of the Share underlying any such Options, and provided further, that no adjustment shall be made by
    reason of the distribution of subscription rights (rights offering) on outstanding shares. Upon the occurrence of any of the
    foregoing, the class and aggregate number of Shares issuable pursuant to this Plan (as set forth in Section 7 hereof), in
    respect of which Options have not yet been exercised, shall be appropriately adjusted, all as will be determined by the Board
    whose determination shall be final.
	 	 	 	 	 
	 	 	 	(b)	Except
    as expressly provided herein, no issuance by the Company of shares of any class, or securities convertible into shares of
    any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares
    subject to an Option.


 




    	13



    	 



    

 


	 	12.	PURCHASE
    FOR INVESTMENT; REPRESENTATIONS


 


	 	 	12.1	The
    Company’s obligation to issue or allocate Shares upon exercise of an Option granted under this Plan is expressly conditioned
    upon: (a) the Company’s completion of any registration or other qualifications of such Shares under all applicable laws,
    rules and regulations or (b) representations and undertakings by the Optionee (or his legal representative, heir or legatee,
    in the event of the Optionee’s death) to assure that the sale of the Shares complies with any registration exemption
    requirements which the Company in its sole discretion shall deem necessary or advisable. Such required representations and
    undertakings may include representations and agreements that such Optionee (or his legal representative, heir, or legatee):
    (a) is purchasing such Shares for investment and not with any present intention of selling or otherwise disposing thereof;
    and (b) agrees to have placed upon the face and reverse of any certificates evidencing such Shares a legend setting forth
    (i) any representations and undertakings which such Optionee has given to the Company or a reference thereto; and (ii) that,
    prior to effecting any sale or other disposition of any such Shares, the Optionee must furnish to the Company an opinion of
    counsel, satisfactory to the Company, that such sale or disposition will not violate the applicable laws, rules, and regulations,
    whether of the State of Israel or of any other State having jurisdiction over the Company and the Optionee.
	 	 	 	 
	 	 	12.2	The
    Optionee acknowledges that in the event that the Company’s shares shall be registered for trading in any public market,
    Optionee’s rights to sell the Shares may be subject to certain limitations (including a lock-up period), as will be
    requested by the Company or its underwriters, and the Optionee unconditionally agrees and accepts any such limitations.
	 	 	 	 
	 	 	12.3	If
    any Shares shall be registered under the United States Securities Act of 1933, no public offering otherwise than a national
    securities exchange (as defined in the United States Securities Exchange Act of 1934, as amended) of any Shares shall be made
    by the Optionee (or any other person) under such circumstances that he or she (or such other person) may be deemed an underwriter,
    as defined in the United States Securities Act of 1933.
	 	 	 	 
	 	 	12.4	Upon
    the grant of Options to an Optionee or the issuance of Shares upon the exercise thereof, the Company shall obtain from the
    Optionee the representations and undertakings as follows, and any other representations and warranties that the Committee
    may deem advisable, and the giving of such representations and warranties by the Optionee shall be a condition precedent to
    Optionee’s right to receive the Option and/or be issued the Shares upon exercise thereof:


 


	 	 	 	(a)	That
    the Optionee knows that there is no certainty that the exercise of the Options will be financially worthwhile. The Optionee
    thereby undertakes not to have any claim against the Company or any of its directors, employees, stockholders or advisors
    if it emerges, at the time of exercising the Options, that the Optionee’s investment in the Company’s Shares was
    not worthwhile, for any reason whatsoever.
	 	 	 	 	 
	 	 	 	(b)	That
    the Optionee knows and understands that his rights regarding the Options and the Shares are subject for all intents and purposes
    to the instructions of the Company’s documents of incorporation and to the agreements of the shareholders in the Company.
	 	 	 	 	 
	 	 	 	(c)	That
    the Optionee knows that in addition to the allocations set forth above, the Company has allocated and/or is entitled to allocate
    Options and Shares to other employees and other people, and the Optionee shall have no claim regarding such allocations, their
    quantity, the relationship among them and between them and the other shareholders in the Company, exercising of the options
    or any matter related to or stemming from them.
	 	 	 	 	 
	 	 	 	(d)	That
    the Optionee knows that neither this Plan nor the grant of Option or Shares thereunder shall impose any obligation on OWC
    to continue the engagement of the Optionee, and nothing in this Plan or in any Option or Shares granted pursuant thereto shall
    confer upon any Optionee any right to continue being engaged by the Company, or restrict the right of the Company to terminate
    such engagement at any time.


 




    	14



    	 



    

 


	 	13.	DIVIDENDS
	 	 	 
	 	 	With
    respect to all Shares (but excluding, for avoidance of any doubt, any unexercised Options) allocated or issued upon the exercise
    of Options purchased by the Optionee and held by the Optionee or by the Trustee, as the case may be, the Optionee shall be
    entitled to receive dividends in accordance with the quantity of such Shares, subject to the provisions of the Certificate
    of Incorporation and subject to any applicable taxation on distribution of dividends, and, when applicable, subject to the
    provisions of Section 102.


 


	 	14.	RESTRICTIONS
    ON ASSIGNABILITY AND SALE OF OPTIONS
	 	 	 	 
	 	 	14.1	No
    Option or any right with respect thereto, purchasable hereunder, whether fully paid or not, shall be assignable, transferable
    or given as collateral or any right with respect to it given to any third party whatsoever, except as specifically allowed
    under this Plan, and during the lifetime of the Optionee each and all of such Optionee’s rights to purchase Shares hereunder
    shall be exercisable only by the Optionee.
	 	 	 	 
	 	 	 	Any
    such action made directly or indirectly, for an immediate validation or for a future one, shall be void.
	 	 	 	 
	 	 	14.2	So
    long as Options and/or Shares are held by the Trustee on behalf of the Optionee, all rights of the Optionee over the
    Shares are personal, can not be transferred, assigned, pledged or mortgaged, other than by will or pursuant to the laws of
    descent and distribution.


 


	 	15.	EFFECTIVE
    DATE AND DURATION OF THE PLAN
	 	 	 
	 	 	This
    Plan shall be effective as of the day it was adopted by the Board and shall terminate at the end of ten (10) years from such
    day of adoption, unless terminated earlier in accordance with Section ‎17 below.
	 	 	 
	 	16.	AMENDMENTS
    OR TERMINATION
	 	 	 
	 	 	The
    Board may at any time, but when applicable, after consultation with the Trustee, amend, alter, suspend or terminate this Plan.
    No amendment, alteration, suspension or termination of this Plan shall impair the rights of any Optionee, unless mutually
    agreed otherwise between the Optionee and the Company, which agreement must be in writing and signed by the Optionee and the
    Company. Termination of this Plan shall not affect the Committee’s ability to exercise the powers granted to it hereunder
    with respect to Options granted under this Plan prior to the date of such termination.
	 	 	 
	 	17.	GOVERNMENT
    REGULATIONS
	 	 	 
	 	 	This
    Plan, and the grant and exercise of Options hereunder, and the obligation of the Company to sell and deliver Shares under
    such Options, shall be subject to all applicable laws, rules, and regulations, whether of the State of Israel, State of Delaware,
    or any other State having jurisdiction over the Company and the Optionee, including, without limitation, the United States
    Securities Act of 1933, the Companies Law, the Securities Law, 1968, and the Ordinance (including any and all rules and regulations
    promulgated thereunder, as now in effect or as hereafter amended), and to such approvals by any governmental agencies or national
    securities exchanges as may be required. Nothing herein shall be deemed to require the Company to register the Shares under
    the securities laws of any jurisdiction.


 




    	15



    	 



    

 


	 	18.	CONTINUANCE
    OF EMPLOYMENT OR HIRED SERVICES
	 	 	 
	 	 	Neither
    this Plan nor the Grant Letter with the Optionee shall impose any obligation on the Company or an Affiliate thereof, to continue
    any Optionee in its employ or service, and nothing in this Plan or in any Option granted pursuant thereto shall confer upon
    any Optionee 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 thereof to terminate such employment or service at any time.
	 	 	 
	 	19.	GOVERNING
    LAW & JURISDICTION
	 	 	 
	 	 	This
    Plan shall be governed by and construed and enforced in accordance with the laws of the State of Israel applicable to contracts
    made and to be performed therein, without giving effect to the principles of conflict of laws. The competent courts of Tel
    Aviv district, Israel shall have sole and exclusive jurisdiction in any matters pertaining to this Plan and any Grant Letters
    effected hereunder.


 


	 	20.	INTEGRATION
    OF SECTION 102 AND TAX COMMISSIONER’S PERMIT
	 	 	 	 
	 	 	20.1	With
    regards to Approved 102 Options, the provisions of this Plan and the Grant Letter shall be subject to the provisions of Section
    102 and the ITA Commissioner’s permit, and the said provisions and permit shall be deemed an integral part of this Plan
    and of the individual Grant Letters with each Optionee.
	 	 	 	 
	 	 	20.2	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 this Plan or the individual Grant Letter of the Optionees, shall be considered
    binding upon the Company and the Optionees.
	 	 	 	 
	 	21.	TAX
    CONSEQUENCES
	 	 	 	 
	 	 	21.1	Any
    tax consequences arising from the grant or exercise of any Option, from the payment for Shares covered thereby or from any
    other event or act (of the Company and/or its Affiliates, the Trustee or the Optionee), hereunder, shall be borne solely by
    the Optionee. The Company and/or its Affiliates and/or the Trustee shall withhold taxes according to the requirements of any
    applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Optionee 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 Optionee.
	 	 	 	 
	 	 	21.2	The
    Company and, when applicable, the Trustee shall not be required to release any Share or share certificate representing such
    Shares to an Optionee until all required payments have been fully made.
	 	 	 	 
	 	 	21.3	To
    the extent provided by the terms of any Grant Letter, the Optionee may satisfy any tax withholding obligation relating to
    the exercise or acquisition of Shares under an Option by any of the following means (in addition to the Company’s right
    to withhold from any compensation paid to the Optionee by the Company) or by a combination of such means: (i) tendering a
    cash payment; (ii) subject to the Committee’s approval on or prior to the payment date, authorizing the Company to withhold
    Shares from the Shares otherwise issuable to the Optionee as a result of the exercise or acquisition of Shares under the Option
    in an amount not to exceed the minimum amount of tax required to be withheld by law; or (iii) subject to Committee approval
    on or prior to the payment date, delivering to the Company owned and unencumbered Shares; provided that Shares acquired on
    exercise of Options have been held for at least 6 months from the date of exercise.


 




    	16



    	 



    

 


	 	 	21.4	The
    Company shall have the right to deduct from all amounts paid to an Optionee in cash (whether under this Plan or otherwise)
    any taxes required by law to be withheld in respect of Options under this Plan. In the case of any Option satisfied by the
    issuance of Shares, no Shares shall be issued unless and until arrangements satisfactory to the Committee shall have been
    made to satisfy any withholding tax obligations applicable with respect to such Option. Without limiting the generality of
    the foregoing and subject to such terms and conditions as the Committee may impose, the Company shall have the right to retain,
    or the Committee may, subject to such terms and conditions as it may establish from time to time, permit Optionees to elect
    to tender, Shares to satisfy, in whole or in part, the amount required to be withheld.
	 	 	 	 
	 	 	21.5	In
    respect of any employer’s tax liability arising only for the purpose of employment taxes such as in the case of social
    taxes resulting from a breach of Section 102, the Company shall not bear any tax due at the time of sale of Shares, all in
    accordance with the provisions of Section 102.
	 	 	 	 
	 	 	21.6	Notwithstanding
    anything herein to the contrary of Section ‎21.5 above, only in the event of termination of employment by the Company,
    other than termination for Cause, Company should bear the tax liability arising only for the purpose of employment taxes such
    as in the case of social taxes.
	 	 	 	 
	 	 	21.7	For
    avoidance of any doubt, notwithstanding anything herein to the contrary, if termination of employment or service is for Cause,
    the Company shall not bear any tax liability derived due to the exercise and or sale of the Options as a result of Optionee’s
    termination.



 


	 	22.	NON-EXCLUSIVITY
    OF THIS PLAN
	 	 	 
	 	 	The
    adoption of this Plan by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive
    arrangements 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 options to purchase shares of the Company otherwise than under
    this Plan, and such arrangements may be either applicable generally or only in specific cases.
	 	 	 
	 	 	For
    the avoidance of doubt, prior grant of options to Employees and/or Non-Employees of the Company under their employment agreements
    or other engagement agreements, and not in the framework of any previous option plan, shall not be deemed an approved incentive
    arrangement for the purpose of this Section ‎22.
	 	 	 
	 	23.	MULTIPLE
    AGREEMENTS
	 	 	 
	 	 	The
    terms of each Option may differ from the terms of other Options granted under this Plan at the same time, or at any other
    time. The Board may also grant more than one Option to a given Optionee during the term of this Plan, either in addition to,
    or in substitution for, one or more Options previously granted to that Optionee.
	 	 	 
	 	24.	DISPUTES
	 	 	 
	 	 	Any
    dispute or disagreement which may arise under or as a result of or pursuant to this Plan or the individual Grant Letters shall
    be determined by the Board in its sole discretion and any interpretation made by the Board of the terms of this Plan or the
    individual Grant Letters shall be final, binding and conclusive.




 


This
Amended and Restated Plan was adopted by the Board on February 5, 2019.


 




    	17



    	 



    

 


Exhibit
A


 


Form
of 102 Options Grant Letter


 




    	18



    	 



    

 


Exhibit
B


 


Form
of 3(i) Options Grant Letter


 




    	19