Exhibit 4.2(a)


 


VUANCE LTD.


 


THE 2003 ISRAELI SHARE OPTION PLAN


 


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


 



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TABLE OF CONTENTS


 





	1. PURPOSE OF THE ISOP	3
	 	 
	2. DEFINITIONS	3
	 	 
	3. ADMINISTRATION OF THE ISOP	6
	 	 
	4. DESIGNATION OF PARTICIPANTS	7
	 	 
	5. DESIGNATION OF OPTIONS PURSUANT TO SECTION 102	7
	 	 
	6. TRUSTEE	8
	 	 
	7. SHARES RESERVED FOR THE ISOP	9
	 	 
	8. PURCHASE PRICE	9
	 	 
	9. ADJUSTMENTS	10
	 	 
	10. TERM AND EXERCISE OF OPTIONS	11
	 	 
	11. VESTING OF OPTIONS	12
	 	 
	12. DIVIDENDS	13
	 	 
	13. RESTRICTIONS ON ASSIGNABILITY AND SALE OF OPTIONS	13
	 	 
	14. EFFECTIVE DATE AND DURATION OF THE ISOP	13
	 	 
	15. AMENDMENTS OR TERMINATION	13
	 	 
	16. GOVERNMENT REGULATIONS	14
	 	 
	17. CONTINUANCE OF EMPLOYMENT	14
	 	 
	18. GOVERNING LAW & JURISDICTION	14
	 	 
	19. ARBITRATION	14
	 	 
	20. TAX CONSEQUENCES	14
	 	 
	21. NON-EXCLUSIVITY OF THE ISOP	15
	 	 
	22. MULTIPLE AGREEMENTS	15


  



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This plan, as amended from time
to time, shall be known as Vuance Ltd 2003 Israeli Share Option Plan (the “ISOP”).


 


		1.	PURPOSE OF THE ISOP



 


The ISOP is intended to provide
an incentive to retain, in the employ of the Company and its Affiliates (as defined below), persons of training, experience,
and ability, to attract new employees, directors, consultants, service providers and any other entity which the Board shall decide
their services are considered valuable to the Company, to encourage the sense of proprietorship of such persons, and 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 ISOP.


 


		2.	DEFINITIONS



 


For purposes of the ISOP and
related documents, including the Option Agreement, the following definitions shall apply:


 


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



 


		2.2	“Approved 102 Option”
                                                               means an Option granted pursuant to Section 102(b) of the Ordinance
                                                               and held in trust by a Trustee for the benefit of the Optionee.



 


		2.3	“Board” means
                                                               the Board of Directors of the Company.



 


		2.4	“Capital Gain Option (CGO)”
                                                               as defined in Section 5.4 below.



 


		2.5	“Cause” means,
                                                               (i) conviction of any felony involving moral turpitude or affecting
                                                               the Company; (ii) any refusal to carry out a reasonable directive
                                                               of the chief executive officer, the Board or the Optionee’s
                                                               direct supervisor, which involves the business of the Company or
                                                               its Affiliates and was capable of being lawfully performed; (iii)
                                                               embezzlement of funds of the Company or its Affiliates; (iv) any
                                                               breach of the Optionee’s fiduciary duties or duties of care
                                                               of the Company; including without limitation disclosure of confidential
                                                               information of the Company; and (v) any conduct (other than conduct
                                                               in good faith) reasonably determined by the Board to be materially
                                                               detrimental to the Company.



 


		2.6	“Chairman” means
                                                               the chairman of the Committee.



  


		2.7	“Committee” means
                                                               a share option compensation committee appointed by the Board, which
                                                               shall consist of no fewer than two members of the Board.



 


		2.8	“Company” means
                                                               Vuance Ltd, an Israeli company.



 


		2.9	“Companies Law”
                                                               means the Israeli Companies Law 5759-1999.



 


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



 



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		2.11	“Date of Grant”
                                                                means, the date of grant of an Option, as determined by the
                                                                Board and set forth in the Optionee’s Option Agreement.



 


		2.12	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.



  


		2.13	“Expiration date”
                                                                means the date upon which an Option shall expire, as set forth
                                                                in Section 10.2 of the ISOP.








 


		2.14	“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 Euronext, 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 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.


 


		2.15	“ISOP” means
                                                                this 2003 Israeli Share Option Plan.



 


		2.16	“ITA” means
                                                                the Israeli Tax Authorities.



 


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



 


		2.18	“Ordinary Income Option
                                                                (OIO)” as defined in Section 5.5 below.



 


		2.19	“Option” means
                                                                an option to purchase one or more Shares of the Company pursuant
                                                                to the ISOP.



 



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		2.20	“102 Option” means
                                                                any Option granted to Employees pursuant to Section 102 of the
                                                                Ordinance.



 


		2.21	“3(i) Option” means
                                                                an Option granted pursuant to Section 3(i) of the Ordinance to
                                                                any person who is Non- Employee.



 


		2.22	“Optionee”
                                                                means a person who receives or holds an Option under the ISOP.



 


		2.23	“Option Agreement”
                                                                means the share option agreement between the Company and an
                                                                Optionee that sets out the terms and conditions of an Option.



 


		2.24	“Ordinance” means
                                                                the 1961 Israeli Income Tax Ordinance [New Version] 1961 as now
                                                                in effect or as hereafter amended.



 


		2.25	“Purchase Price”
                                                                means the price for each Share subject to an Option.



 


		2.26	“Section 102” means
                                                                section 102 of the Ordinance as now in effect or as hereafter
                                                                amended.



 


		2.27	“Share” means
                                                                the ordinary shares, NIS 0.01 par value each, of the Company.



 


		2.28	“Successor Company”
                                                                means any entity the Company is merged to or is acquired by,
                                                                in which the Company is not the surviving entity.



 


		2.29	“Transaction” means
                                                                (i) merger, acquisition or reorganization of the Company with
                                                                one or more other entities in which the Company is not the surviving
                                                                entity, (ii) a sale of all or substantially all of the assets
                                                                of the Company.



 


		2.30	“Trustee” means
                                                                any individual appointed by the Company to serve as a trustee
                                                                and approved by the ITA, all in accordance with the provisions
                                                                of Section 102(a) of the Ordinance.



 


		2.31	“Unapproved 102 Option”
                                                                means an Option granted pursuant to Section 102(c) of the Ordinance
                                                                and not held in trust by a Trustee.



 


		2.32	“Vested Option”
                                                                means any Option, which has already been vested according
                                                                to the Vesting Dates.



 


		2.33	“Vesting Dates”
                                                                means, as determined by the Board or by the Committee, the
                                                                date as of which the Optionee shall be entitled to exercise the
                                                                Options or part of the Options, as set forth in section 11 of
                                                                the ISOP.



 


		3.	ADMINISTRATION OF THE ISOP



 


		3.1	The Board shall have the power
                                                               to administer the ISOP either directly or upon the recommendation
                                                               of the Committee, all as provided by applicable law and in the
                                                               Company’s Articles of Association. Notwithstanding the above,
                                                               the Board shall automatically have residual authority if no Committee
                                                               shall be constituted or if such Committee shall cease to operate
                                                               for any reason.



 



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		3.2	The Committee shall select one
                                                               of its members as its Chairman and shall hold its meetings at such
                                                               times and places as the Chairman shall determine. 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.



 


		3.3	The Committee shall have the power
                                                               to recommend to the Board and the Board shall have the full power
                                                               and authority to: (i) designate participants; (ii) determine the
                                                               terms and provisions of the respective Option Agreements, 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 the 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 and to cancel or suspend awards, as necessary; (iii)
                                                               determine the Fair Market Value of the Shares covered by each Option;
                                                               (iv) make an election as to the type of 102 Approved Option; and
                                                               (v) designate the type of Options.



 


The Committee
shall have full power and authority to :(i) alter any restrictions and conditions of any Options or Shares subject to any Options
(ii) interpret the provisions and supervise the administration of the ISOP; (iii) accelerate the right of an Optionee to exercise
in whole or in part, any previously granted Option; (iv) determine the Purchase Price of the Option; (v) prescribe, amend and
rescind rules and regulations relating to the ISOP; and (vi) make all other determinations deemed necessary or advisable for the
administration of the ISOP.


 


		3.4	Notwithstanding the above, the
                                                               Committee shall not be entitled to grant Options to the Optionees,
                                                               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.



 


		3.5	The Board shall have the authority
                                                               to grant, at its discretion, to the holder of an outstanding Option,
                                                               in exchange for the surrender and cancellation of such Option,
                                                               a new Option having a purchase price equal to, lower than or higher
                                                               than the Purchase Price of the original Option so surrendered and
                                                               canceled and containing such other terms and conditions as the
                                                               Committee may prescribe in accordance with the provisions of the
                                                               ISOP.



 


		3.6	Subject to the Company’s
                                                               Articles of Association, all decisions and selections made by the
                                                               Board or the Committee pursuant to the provisions of the ISOP shall
                                                               be made by a majority of its members except that no member of the
                                                               Board or the Committee shall vote on, or be counted for quorum
                                                               purposes, with respect to any proposed action of the Board or the
                                                               Committee relating to any Option to be granted to that member.
                                                               Any decision reduced to writing shall be executed in accordance
                                                               with the provisions of the Company’s Articles of Association,
                                                               as the same may be in effect from time to time.



 


		3.7	The interpretation and construction
                                                               by the Committee of any provision of the ISOP or of any Option
                                                               Agreement thereunder shall be final and conclusive unless otherwise
                                                               determined by the Board.



 



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		3.8	Subject to the Company’s
                                                               Articles of Association and the Company’s decision, and to
                                                               all approvals legally required, including, but not limited to the
                                                               provisions of the Companies Law, each member of the Board or the
                                                               Committee shall be indemnified and held harmless by the Company
                                                               against any cost or expense (including counsel fees) reasonably
                                                               incurred by him, or any liability (including any sum paid in settlement
                                                               of a claim with the approval of the Company) arising out of any
                                                               act or omission to act in connection with the ISOP unless arising
                                                               out of such member's own fraud or bad faith, to the extent permitted
                                                               by applicable law. Such indemnification shall be in addition to
                                                               any rights of indemnification the member may have as a director
                                                               or otherwise under the Company's Articles of Association, any agreement,
                                                               any vote of shareholders or disinterested directors, insurance
                                                               policy or otherwise.



 


		4.	DESIGNATION OF PARTICIPANTS



 


		4.1	The persons eligible for participation
                                                               in the ISOP as Optionees 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 Options; (ii) Non-Employees may
                                                               only be granted 3(i) Options; and (iii) Controlling Shareholders
                                                               may only be granted 3(i) Options.
	 	 	 



		4.2	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
                                                                                                                               the
                                                                                                                               ISOP
                                                                                                                               or
                                                                                                                               any
                                                                                                                               other
                                                                                                                               option
                                                                                                                               or
                                                                                                                               share
                                                                                                                               plan
                                                                                                                               of
                                                                                                                               the
                                                                                                                               Company
                                                                                                                               or
                                                                                                                               any
                                                                                                                               of
                                                                                                                               its
                                                                                                                               Affiliates.



 


		4.3	Anything in the ISOP to the contrary
                                                               notwithstanding, all grants of Options to directors and office
                                                               holders shall be authorized and implemented in accordance with
                                                               the provisions of the Companies Law or any successor act or regulation,
                                                               as in effect from time to time.



 


		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
                                                               shall be made under this ISOP adopted by the Board as described
                                                               in Section 15 below, and shall be conditioned upon the approval
                                                               of this ISOP by the ITA.



 


		5.3	Approved 102 Option may either
                                                               be classified as Capital Gain Option (“CGO”)
                                                               or Ordinary Income Option (“OIO”).



 


		5.4	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 CGO.



 


		5.5	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 OIO.



 


		5.6	The Company’s election of
                                                               the type of Approved 102 Options as CGO or OIO granted to Employees
                                                               (the “Election”), shall be appropriately filed
                                                               with the ITA before the Date of Grant of an Approved 102 Option.
                                                               Such Election shall become effective beginning the first Date of
                                                               Grant of an Approved 102 Option under this ISOP and shall remain
                                                               in effect until the end of the year following the year during which
                                                               the Company first granted Approved 102 Options. 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. For the avoidance of doubt, such Election shall not
                                                               prevent the Company from granting Unapproved 102 Options simultaneously.



 



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		5.7	All Approved 102 Options must be
                                                               held in trust by a Trustee, as described in Section 6 below.



 


		5.8	For the 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 of the Ordinance and the regulations promulgated thereunder.



 


		5.9	With regards to Approved 102 Options,
                                                               the provisions of the ISOP and/or the Option 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 ISOP and of the Option 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 ISOP or the
                                                               Option Agreement, shall be considered binding upon the Company
                                                               and the Optionees.



 


		6.	TRUSTEE



 


		6.1	Approved
102 Options which shall be granted under the ISOP 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 held for the benefit of the Optionees 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
case the requirements for Approved 102 Options are not met, then the Approved 102 Options shall be treated as Unapproved 102 Options,
all in accordance with the provisions of Section 102 and regulations promulgated thereunder.



 


		6.2	Notwithstanding anything to the
                                                               contrary, 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 him 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 and any rules
                                                               or regulation or orders or procedures promulgated thereunder, an
                                                               Optionee shall not be 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 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 Optionee.



 



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		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 the ISOP, or any Approved 102
                                                               Option or Share granted to him thereunder.



 


		7.	SHARES RESERVED FOR THE ISOP;
                                                                 RESTRICTION THEREON



 


		7.1	The Company has reserved 5,000,000
                                                               (Five million) authorized but unissued Shares, for the purposes
                                                               of the ISOP and for the purposes of any other share option plans
                                                               which may be adopted by the Company in the future, subject to adjustment
                                                               as set forth in Section 9 below. Any Shares which remain unissued
                                                               and which are not subject to the outstanding Options at the termination
                                                               of the ISOP shall cease to be reserved for the purpose of the ISOP,
                                                               but until termination of the ISOP the Company shall at all times
                                                               reserve sufficient number of Shares to meet the requirements of
                                                               the ISOP. 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 an Option under the ISOP
                                                               or under the Company’s other share option plans.



 


		7.2	Each Option granted pursuant to
                                                               the ISOP, shall be evidenced by a written Option Agreement between
                                                               the Company and the Optionee, in such form as the Board or the
                                                               Committee shall from time to time approve. Each Option Agreement
                                                               shall state, among other matters, the number of Shares to which
                                                               the Option relates, the type of Option granted thereunder (whether
                                                               a CGO, OIO, Unapproved 102 Option or a 3(i) Option), the Vesting
                                                               Dates, the Purchase Price per share, the Expiration Date and such
                                                               other terms and conditions as the Committee or the Board in its
                                                               discretion may prescribe, provided that they are consistent with
                                                               this ISOP.



 


		8.	PURCHASE PRICE



 


		8.1	The Purchase Price of each Share
                                                               subject to an Option shall be 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 Option Agreement will contain the Purchase Price
                                                               determined for each Optionee.



 


		8.2	The Purchase Price shall be payable
                                                               upon the exercise of the Option in a form satisfactory to the Committee,
                                                               including without limitation, by cash or check. The Committee shall
                                                               have the authority to postpone the date of payment on such terms
                                                               as it may determine.



 


		8.3	The Purchase Price shall be denominated
                                                               in the currency of the primary economic environment of, either
                                                               the Company or the Optionee (that is the functional currency of
                                                               the Company or the currency in which the Optionee is paid) as determined
                                                               by the Company.



 



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		9.	ADJUSTMENTS



 


Upon the occurrence of any of
the following described events, Optionee's rights to purchase Shares under the ISOP shall be adjusted as hereafter provided:


 


		9.1	In the event of Transaction, the
                                                               unexercised Options then outstanding under the ISOP shall be assumed
                                                               or substituted for an appropriate number of shares of each class
                                                               of shares or other securities of the Successor Company (or a parent
                                                               or subsidiary of the Successor Company) as were distributed to
                                                               the shareholders of the Company in connection and with respect
                                                               to the Transaction. In the case of such assumption and/or substitution
                                                               of Options, appropriate adjustments shall be made to the Purchase
                                                               Price so as to reflect such action and all other terms and conditions
                                                               of the Option Agreements shall remain unchanged, including but
                                                               not limited to the vesting schedule, all subject to the determination
                                                               of the Committee or the Board, which determination shall be in
                                                               their sole discretion and final. The Company shall notify the Optionee
                                                               of the Transaction in such form and method as it deems applicable
                                                               at least ten (10) days prior to the effective date of such Transaction.



 


		9.2	Notwithstanding
                                                                                                                             the
                                                                                                                             above
                                                                                                                             and
                                                                                                                             subject
                                                                                                                             to
                                                                                                                             any
                                                                                                                             applicable
                                                                                                                             law,
                                                                                                                             the
                                                                                                                             Board
                                                                                                                             or
                                                                                                                             the
                                                                                                                             Committee
                                                                                                                             shall
                                                                                                                             have
                                                                                                                             full
                                                                                                                             power
                                                                                                                             and
                                                                                                                             authority
                                                                                                                             to
                                                                                                                             determine
                                                                                                                             that
                                                                                                                             in
                                                                                                                             certain
                                                                                                                             Option
                                                                                                                             Agreements
                                                                                                                             there
                                                                                                                             shall
                                                                                                                             be
                                                                                                                             a
                                                                                                                             clause
                                                                                                                             instructing
                                                                                                                             that,
                                                                                                                             if
                                                                                                                             in
                                                                                                                             any
                                                                                                                             such
                                                                                                                             Transaction
                                                                                                                             as
                                                                                                                             described
                                                                                                                             in
                                                                                                                             section
                                                                                                                             9.1
                                                                                                                             above,
                                                                                                                             the
                                                                                                                             Successor
                                                                                                                             Company
                                                                                                                             (or
                                                                                                                             parent
                                                                                                                             or
                                                                                                                             subsidiary
                                                                                                                             of
                                                                                                                             the
                                                                                                                             Successor
                                                                                                                             Company)
                                                                                                                             does
                                                                                                                             not
                                                                                                                             agree
                                                                                                                             to
                                                                                                                             assume
                                                                                                                             or
                                                                                                                             substitute
                                                                                                                             for
                                                                                                                             the
                                                                                                                             Options,
                                                                                                                             the
                                                                                                                             Vesting
                                                                                                                             Dates
                                                                                                                             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.



 


		9.3	For the purposes of section 9.1
                                                               above, an Option shall be considered assumed or substituted if,
                                                               following the Transaction, the Option confers the right to purchase
                                                               or receive, for each Share underlying an Option immediately prior
                                                               to the Transaction, the consideration (whether shares, options,
                                                               cash, or other securities or property) received in the Transaction
                                                               by holders of shares held on the effective date of the Transaction
                                                               (and if such 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 ordinary shares (or their
                                                               equivalent) of the Successor Company or its parent or subsidiary,
                                                               the Committee may, with the consent of the Successor Company, provide
                                                               for the consideration to be received upon the exercise of the Option
                                                               to be solely ordinary shares (or their equivalent) of the Successor
                                                               Company or its parent or subsidiary equal in Fair Market Value
                                                               to the per Share consideration received by holders of a majority
                                                               of the outstanding shares in the Transaction; and provided further
                                                               that the Committee may determine, in its discretion, that in lieu
                                                               of such assumption or substitution of Options for options of the
                                                               Successor Company or its parent or subsidiary, such Options will
                                                               be substituted for any other type of asset or property including
                                                               cash which is fair under the circumstances.



 


		9.4	If the Company is voluntarily liquidated
                                                               or dissolved while unexercised Options remain outstanding under
                                                               the ISOP, the Company shall immediately notify all unexercised
                                                               Option holders of such liquidation, and the Option holders shall
                                                               then have ten (10) days to exercise any unexercised Vested Option
                                                               held by them at that time, in accordance with the exercise procedure
                                                               set forth herein. Upon the expiration of such ten-days period,
                                                               all remaining outstanding Options will terminate immediately.



 


		9.5	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
                                                                                                                               the
                                                                                                                               ISOP
                                                                                                                               or
                                                                                                                               subject
                                                                                                                               to
                                                                                                                               any
                                                                                                                               Options
                                                                                                                               therefore
                                                                                                                               granted,
                                                                                                                               and
                                                                                                                               the
                                                                                                                               Purchase
                                                                                                                               Prices,
                                                                                                                               shall
                                                                                                                               be
                                                                                                                               appropriately
                                                                                                                               and
                                                                                                                               equitably
                                                                                                                               adjusted
                                                                                                                               so
                                                                                                                               as
                                                                                                                               to
                                                                                                                               maintain
                                                                                                                               the
                                                                                                                               proportionate
                                                                                                                               number
                                                                                                                               of
                                                                                                                               Shares
                                                                                                                               without
                                                                                                                               changing
                                                                                                                               the
                                                                                                                               aggregate
                                                                                                                               Purchase
                                                                                                                               Price,
                                                                                                                               provided,
                                                                                                                               however,
                                                                                                                               that
                                                                                                                               no
                                                                                                                               adjustment
                                                                                                                               shall
                                                                                                                               be
                                                                                                                               made
                                                                                                                               by
                                                                                                                               reason
                                                                                                                               of
                                                                                                                               the
                                                                                                                               distribution
                                                                                                                               of
                                                                                                                               subscription
                                                                                                                               rights
                                                                                                                               (rights
                                                                                                                               offering)
                                                                                                                               on
                                                                                                                               outstanding
                                                                                                                               shares.
                                                                                                                               Upon
                                                                                                                               happening
                                                                                                                               of
                                                                                                                               any
                                                                                                                               of
                                                                                                                               the
                                                                                                                               foregoing,
                                                                                                                               the
                                                                                                                               class
                                                                                                                               and
                                                                                                                               aggregate
                                                                                                                               number
                                                                                                                               of
                                                                                                                               Shares
                                                                                                                               issuable
                                                                                                                               pursuant
                                                                                                                               to
                                                                                                                               the
                                                                                                                               ISOP
                                                                                                                               (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.



 



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		10.	TERM AND EXERCISE OF OPTIONS



 


		10.1	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 Company 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 Purchase 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.



 


		10.2	Options, to the extent not previously
                                                                exercised, shall terminate forthwith upon the earlier of: (i)
                                                                the date set forth in the Option Agreement; and (ii) the expiration
                                                                of any extended period in any of the events set forth in section
                                                                10.5 below.



 


		10.3	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 10.5 below, the Optionee 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.



 


		10.4	Subject to the provisions of section
                                                                10.5 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 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.



 


		10.5	Notwithstanding anything to the
                                                                contrary hereinabove and unless otherwise determined in the Optionee’s
                                                                Option Agreement, 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 Dates, if:



 


(i) termination
is without Cause, in which event any Vested Option still in force and unexpired may be exercised within a period of ninety (90)
days after the date of such termination; or-


 


(ii) termination
is the result of death or disability of the Optionee, in which event any Vested Option still in force and unexpired may be exercised
within a period of three (3) months after the date of such termination; or -


 



    	11



    	 



    

 


(iii) prior
to the date of such termination, the Committee shall authorize an extension of the terms 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.


 


For avoidance of any doubt, 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.


 


		10.6	To avoid doubt, the Optionees
                                                                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 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 the ISOP, but
                                                                in case of Options and Shares held by the Trustee, subject to
                                                                the provisions of Section 6 of the ISOP.



 


		10.7	Any form of Option Agreement authorized
                                                                by the ISOP may contain such other provisions as the Committee
                                                                may, from time to time, deem advisable.



 


		10.8	With respect to Unapproved 102
                                                                Option, if the Optionee ceases to be employed by 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 and the rules, regulation or orders promulgated
                                                                thereunder.



 


		11.	VESTING OF OPTIONS



 


		11.1	Subject to the provisions of the
                                                                ISOP, each Option shall vest following the Vesting Dates and for
                                                                the number of Shares as shall be provided in the Option Agreement.
                                                                However, no Option shall be exercisable after the Expiration Date.



 


		11.2	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.



 


		12.	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 Company’s Articles of Association (and
all amendments thereto) 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.


 



    	12



    	 



    

 


		13.	RESTRICTIONS ON ASSIGNABILITY
                                                                  AND SALE OF OPTIONS



 


		13.1	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 the ISOP, 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.


 


		13.2	As 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.



 


		14.	EFFECTIVE DATE AND DURATION
                                                                  OF THE ISOP



 


The ISOP 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.


 


The Company shall obtain the
approval of the Company’s shareholders for the adoption of this ISOP or for any amendment to this ISOP, if shareholders’
approval is necessary or desirable to comply with any applicable law including without limitation the US securities law or the
securities laws of other jurisdiction applicable to Options granted to Optionees under this ISOP, or if shareholders’ approval
is required by any authority or by any governmental agencies or national securities exchanges including without limitation the
US Securities and Exchange Commission.


 


		15.	AMENDMENTS OR TERMINATION



 


The Board may at any time, but
when applicable, after consultation with the Trustee, amend, alter, suspend or terminate the ISOP. No amendment, alteration, suspension
or termination of the ISOP 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 the ISOP shall not
affect the Committee’s ability to exercise the powers granted to it hereunder with respect to Options granted under the
ISOP prior to the date of such termination.


 


		16.	GOVERNMENT REGULATIONS



 


The ISOP, and the granting 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 or of the State of Belgium or of the United States
or any other State having jurisdiction over the Company and the Optionee, including the registration of the Shares under the securities
act of Belgium and/or the United States Securities Act of 1933, and the Ordinance 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.


 



    	13



    	 



    

 


		17.	CONTINUANCE OF EMPLOYMENT
                                                                  OR HIRED SERVICES



 


Neither the ISOP nor the Option
Agreement 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 the ISOP 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.


 


		18.	GOVERNING LAW & JURISDICTION



 


The ISOP 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, Israel shall have sole
jurisdiction in any matters pertaining to the ISOP.


 


		19.	ARBITRATION



 


Any dispute in relation with
this ISOP and the exercise of rights thereunder, shall be brought to arbitration of the legal counsel to the Company (“the
Arbitrator”), who shall decide on such dispute in accordance with the provisions of the Arbitration Law - 1968 and its
supplement. The decision of the Arbitrator shall be final and shall bind the Company and the Optionee.


 


		20.	TAX CONSEQUENCES



 


		20.1	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 under the 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.



 


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



 


		21.	NON-EXCLUSIVITY OF THE ISOP



 


The adoption of the ISOP 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 otherwise than under the ISOP, and such arrangements may be either applicable generally or
only in specific cases.


 


For the avoidance of doubt,
prior grant of options to Optionees of the Company under their employment 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.


 



    	14



    	 



    

 


		22.	MULTIPLE AGREEMENTS



 


The terms of each Option
may differ from other Options granted under the ISOP 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 the ISOP, either in addition to, or in substitution for, one or more Options
previously granted to that Optionee.


 


* * *


 



    	15