Exhibit 4.2(b)


VUANCE
LTD.

2007 U.S. STOCK OPTION PLAN


 


1.           Purpose.
The purpose of the Vuance Ltd. 2007 Stock Option Plan (the “Plan”) is to foster the ability of Vuance Ltd. and its
affiliates to attract, motivate, reward and retain key personnel through the grant of options
to purchase the Company’s ordinary shares. The Plan is intended to apply to key personnel of Vuance Ltd. and its affiliates
who are citizens or residents of the United States or earn income from the Company or its Affiliates within the United States.


 


2.           Definitions.
For purposes of the Plan and related documents, including the Option Agreement, the following definitions shall apply. As used
herein, the masculine includes the feminine and the singular includes the plural, and vice versa,


 


(a)          “Affiliate"
means each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or business (including, without limitation,
a partnership or limited liability company) that is directly or indirectly controlled 50% or more (whether by ownership of stock,
assets or an equivalent ownership interest or voting interest) by the Company or one of its Affiliates; and (d) any other entity
in which the Company or any of its Affiliates has a material equity interest and that is designated as an "Affiliate"
by resolution of the Committee; provided that the Shares subject to an Option constitute "service recipient" stock for
purposes of Section 409A of the Code or otherwise do not subject the Option to Section 409A of the Code.


 


(b)          "Board"
means the Board of Directors of the Company.


 


(c)          “Cause”
means any of the following: (1) conviction of any felony involving moral turpitude or affecting the Company; (2) 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; (3) embezzlement of funds of the Company
or its Affiliates; (4) any breach of the optionee’s fiduciary duties or duties of care to the Company, including without
limitation disclosure of confidential information of the Company; or (5) any conduct (other than conduct in good faith) reasonably
determined by the Board to be materially detrimental to the Company.


 


(d)          “Chairman”
means the chairman of the Committee.


 


(e)          "Code"
means the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a reference to any
successor provision and any Treasury Regulation promulgated thereunder.


 


(f)          "Committee"
means a committee which may be appointed by the Board pursuant to Section 3 of the Plan or if no such committee is appointed and
acting, the Board.


 


(g)          “Companies
Law” means the Israeli Companies Law 5759-1999.


 


(h)          “Company"
means Vuance Ltd, an Israeli company.


 



    	 



    	 



    

 


(i)          "Consultant"
means any natural person who provides bona fide consulting or advisory services to the Company or its Affiliates pursuant to a
written agreement, which services are not in connection with the offer and sale of securities in a capital raising transaction.


 


(j)          "Disability"
means a permanent and total disability as defined in Section 22(e)(3) of the Code. A Disability shall only be deemed to occur at
the time of the determination by the Committee of the Disability. Notwithstanding the foregoing, for Options that are subject to
Section 409A of the Code, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.


 


(k)          "Eligible
Employees" means each employee of the Company or an Affiliate.


 


(l)          "Fair
Market Value" means, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder,
as of any date and except as provided below, the last sales price reported for the Shares on the applicable date: (a) as reported
on the principal national securities exchange in the United States on which it is then traded; or (b) if not traded on any such
national securities exchange, as quoted on an automated quotation system in the United States sponsored by the National Association
of Securities Dealers, Inc., including, but not limited to, the OTC Bulletin Board, or if the Shares shall not have been reported
or quoted on such date, on the first day prior thereto on which the price of the Shares was reported or quoted.


 


(m)          "Incentive
Stock Option" or “ISO” means any Stock Option awarded to an Eligible Employee of the Company, its Subsidiaries
and its Parent (if any) under the Plan intended to be and designated as an "incentive stock option" within the meaning
of Section 422 of the Code.


 


(n)          “Non-Employee
Director" means a member of the Board who is not an employee of the Company or a Subsidiary.


 


(o)          "Non-Qualified
Stock Option" means any Stock Option awarded under the Plan that is not an Incentive Stock Option.


 


(p)          "Option
Agreement" means the agreement between the Company and a Participant that sets out the terms and conditions of an Option.


 


(q)          “Parent"
means any parent corporation of the Company within the meaning of Section 424(e) of the Code.


 


(r)          "Participant"
means an Eligible Employee, Non-Employee Director or Consultant to whom an Award has been granted pursuant to the Plan..


 


(s)          "Shares"
means the Ordinary Shares, NIS (new Israeli sheqels) 0.0588235  par value each, of the Company.


 


(t)          "Stock
Option" or "Option" means any option to purchase Shares granted to Eligible Employees, Non-Employee Directors or
Consultants pursuant to the Plan.


 



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(u)          "Subsidiary"
means any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.


 


(v)         "Successor
Company" means any entity the Company is merged into or is acquired by, where the Company is not the surviving entity.


 


(w)          "Ten
Percent Stockholder" means a person owning stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company, its Subsidiaries or its Parent.


 


(x)          “Termination
of Employment” means the termination of a Participant’s employment or other service with the Company or its Affiliates.


 


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


 


3.           Administration.


 


(a)          The
Board may appoint a Committee which will consist of such number of directors of the Company, not less than two, as may be fixed
from time to time by the Board. The Board shall have the power to appoint the members of the Committee, to remove members from,
or add members to, the Committee and to fill vacancies in the Committee however caused. The Plan will be administered by the Committee,
or where no such Committee has been established by the Board.


 


(b)          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


 


(c)          The
Committee 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 Participant, 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 and to cancel or suspend awards, as necessary; (iii) determine
the Fair Market Value of the Shares covered by each Option and (iv) designate the type of Options, whether Incentive Stock Options
or Non-Qualified Options.


 


(d)          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 Plan; (iii) accelerate the right of a Participant
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 Plan; and (vi) make all other determinations deemed necessary or advisable
for the administration of the Plan.


 



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(e)          The
Committee 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 Plan, subject to the provisions of Section 409A of the Code.


 


(f)          Subject
to the Company's Articles of Association, all decisions and selections made by the Committee pursuant to the provisions of the
Plan shall be made by a majority of its members except that no member of the Committee shall vote on, or be counted for quorum
purposes, with respect to any proposed action of 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.


 


(g)          The
interpretation and construction by the Committee of any provision of the Plan or of any Option Agreement thereunder shall be final
and conclusive.


 


(h)          No
member of the Committee shall be liable for any act or determination made in good faith with respect to the Plan or any Option
granted thereunder.


 


4.           Option
Pool. All shares issuable under the Plan shall come out of the pool of Shares reserved from time to time in connection with
the 2003 Israeli Stock Option Plan of the Company..


 


5.           General
Eligibility.


 


(a)          All
Eligible Employees and Consultants of the Company and its Affiliates, and Non-Employee Directors of the Company are eligible to
be granted Options.


 


(b)          Notwithstanding
anything herein to the contrary, only Eligible Employees of the Company, its Subsidiaries and its Parent (if any) are eligible
to be granted Incentive Stock Options under the Plan.


 


(c)          Eligibility
for the grant of an Option or an Incentive Stock Option and actual participation in the Plan shall be determined by the Committee
in its sole discretion.


 


6.           Stock
Options. Subject to the terms of the Plan, each Option shall be in such form and contain such terms and conditions as the Committee
shall deem appropriate. The Committee may grant Options that do and Options that do not qualify as “incentive stock options”
under Section 422 of the Code.


 


(a)          Option
Term. No Option granted under the Plan may be exercisable after the expiration of ten years from the date it is granted (five
years in the case of an ISO granted to a Ten Percent Stockholder).


 



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(b)          Exercise
Price. The exercise price per Share covered by an Option must be at least equal to the Fair Market Value per Share on the grant
date (110% of Fair Market Value in the case of an ISO granted to an employee who is a Ten Percent Stockholder).


 


(c)          Exercise
of Options. Options granted to a Participant may be exercised by the Participant in whole at any time or in part from time
to time, to the extent that the Options have become vested and exercisable, and provided that, subject to the provisions of section
6(f) below, the Participant 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. Notwithstanding the foregoing, no Options
may be exercised after the expiration date of the Option.


 


(d)          Manner
of Exercise. A vested Option may be exercised by transmitting to the Secretary of the Company (or other person designated by
the Committee) a written notice identifying the Option that is being exercised and specifying the number of whole shares to be
purchased pursuant to that Option, together with payment in full of the exercise price and the withholding taxes due in connection
with the exercise, unless and except to the extent that other arrangements satisfactory to the Company have been made for such
payments. The exercise price and applicable tax withholding obligation may be paid (i) in cash or by check in U.S. dollars or other
currency permitted by the Committee or (ii) at the sole discretion of the Committee, (1) by withholding of Shares subject to the
Options; (2) by the delivery of previously-owned Shares, or (3) any other form of legal consideration that may be acceptable to
the Committee, or (iii) by a combination of the foregoing. The Committee may permit payment to be made pursuant to a cashless exercise
program established and made available through a registered broker-dealer in accordance with applicable law. Any Shares transferred
to the Company (or withheld upon exercise) in connection with the exercise of an Option shall be valued at Fair Market Value for
purposes of determining the extent to which the exercise price and/or tax withholding obligation is satisfied by such transfer
(or withholding) of Shares.


 


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


 


(f)          Effect
of Termination of Employment or Other Service. The Committee may establish such exercise and other conditions applicable to
an Option following the Termination of Employment of the Participant as the Committee deems appropriate on a grant-by-grant basis.
Unless the Committee determines otherwise, either at the time of grant or, subject to applicable law (including, without limitation,
the requirements of Section 409A or the Code), subsequent to that time, in the event of the Participant’s Termination of
Employment: (1) that portion of the Participant’s Option that is not then vested will expire immediately upon Termination
of Employment; (2) that portion of a Participant’s Option that is then vested will expire (a) 90 days following a Termination
of Employment for reasons other than death, Disability or Cause, (b) three (3) months following a Termination of Employment due
to the Participant’s death, (c) three (3) months following a Termination of Employment due to the Participant’s Disability,
or (d) immediately upon a Termination of Employment by the Company or an affiliate for Cause. Prior to the date of such termination,
the Committee may 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 the Termination of Employment is for Cause, any outstanding unexercised Option (whether vested or non-vested),
will immediately expire and terminate, and the Participant shall not have any right in connection with such outstanding Options.


 



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(g)          Rights
of Option Holders. Participants 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 Participant as a holder of such Shares in the Company's register of shareholders following exercise of the Option in accordance
with the provisions of the Plan.


 


(h)          Option
Agreements. Each Option granted pursuant to the Plan shall be evidenced by a written Option Agreement between the Company and
the Participant in such form as 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 an Incentive Option or a Non-Qualified
Option), the vesting dates, the exercise price per share, the expiration date and such other terms and conditions as the Committee
in its discretion may prescribe, provided that they are consistent with this Plan. Any form of Option Agreement authorized by the
Plan may contain such other provisions as the Committee may, from time to time, deem advisable.


 


(i)          Vesting
of Options. Subject to the provisions of the Plan, 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. 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.


 


(j)          Limitations
on ISOs. Notwithstanding anything in the Plan to the contrary, to the extent required from time to time by the Code and/or
applicable regulations, the following additional provisions shall apply to the grant of Options that are intended to qualify as
ISOs:


 


(a)          Fair
Market Value Limitation. The aggregate Fair Market Value (determined as of the date the ISO is granted) of the Shares with
respect to which ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company
(or any Parent or Subsidiary corporation within the meaning of Code Section 424) shall not exceed one hundred thousand dollars
($100,000) or such other amount as may subsequently be specified by the Code and/or applicable regulations; provided that, to the
extent that such limitation is exceeded, any Options on Shares with a Fair Market Value in excess of such amount shall be deemed
to be Non-Qualified Stock Options.


 



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(b)          Code
Section 422. ISOs shall contain such other provisions as the Committee shall deem advisable, but shall in all events be consistent
with and contain or be deemed to contain all provisions required in order to qualify as incentive stock options under Section 422
of the Code.


 


7.           Non-Transferability.
No Option granted under the Plan shall be transferable by a Participant other than upon the Participant’s death to a beneficiary
designated by the Participant in a manner acceptable to the Committee, or, if no duly designated beneficiary shall survive the
Participant, pursuant to the Participant’s will or by the laws of descent and distribution. All Options shall be exercisable
during the Participant’s lifetime only by the Participant. Except as otherwise specifically provided by law, no Option granted
under the Plan may be transferred in any manner, and any attempt to transfer any such Option shall be void, and no such Option
shall in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person who shall
be entitled to such Option, nor shall it be subject to attachment or legal process for or against such person. Notwithstanding
the foregoing, the Committee may determine at the time of grant or thereafter that an Option (other than an ISO) is transferable
in whole or part to such persons, under such circumstances, and subject to such conditions as the Committee may prescribe.


 


8.           Capital
Changes, Reorganization, Sale. Upon the occurrence of any of the following described events, each Optionee's rights to purchase
Shares under the Plan shall be adjusted as hereafter provided:


 


(a)          In
the event of a Transaction, the Board or Committee may determine that the unexercised Options then outstanding under the Plan 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, the Board or Committee may determine
that appropriate adjustments shall be made to the number and exercise price of Options so as to reflect such action and that all
other terms and conditions of the Option Agreements shall remain unchanged, including but not limited to the vesting schedule and
that the Company shall notify each Participant of the Transaction in such form and method as it deems appropriate at least ten
(10) days prior to the effective date of such Transaction.


 


(b)          Notwithstanding
the above and subject to any applicable law, the Board or Committee shall have full power and authority to determine in any Transaction,
if 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 a date
selected by the Board or Committee prior to the effective date of the Transaction, or that all unexercised options shall expire
as of the date of the Transaction.


 



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(c)          For
the purposes of sections 8(a) and (b) above, an Option may 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 Board or 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 Board or 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. Any Option Agreement may provide for specific rights of an optionee upon
a Transaction. To extent determined by the Board or the Committee, any outstanding Options that are not exercised before a Transaction
shall thereupon terminate.


 


(d)          If
the Company is voluntarily liquidated or dissolved while unexercised Options remain outstanding under the Plan, 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.


 


(e)          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, reverse 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 Plan or subject to any Options
therefore granted, and the exercise prices, shall be appropriately and equitably adjusted so as to maintain the proportionate number
of Shares without changing the aggregate exercise price, provided, however, that 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 Plan (as set forth in section 4 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.


 


(f)          All
determinations and adjustments under this Section shall be made by the Board or Committee, in its sole discretion and its determination
as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive.


 


9.           Tax
Withholding and Tax Consequences.


 


(a)          As
a condition to the exercise of any Option or the delivery of any Shares pursuant to any Option, or in connection with any other
event that gives rise to a federal or other governmental tax withholding obligation on the part of the Company or an Affiliate
relating to an Option, the Company and/or the Affiliate may (i) deduct or withhold (or cause to be deducted or withheld) from any
payment or distribution to an optionee whether or not pursuant to the Plan or (ii) require the optionee to remit cash (through
payroll deduction or otherwise), in each case in an amount sufficient in the opinion of the Company to satisfy such withholding
obligation or (iii) arrange for the optionee to satisfy and tax withholding obligations by any method described in section 6(d)
of the Plan and permitted by the Committee.


 



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(b)          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 or the Participant), hereunder, shall be borne solely by the optionee. Furthermore,
the optionee shall agree to indemnify the Company and/or its Affiliates and hold them harmless against and from any and all liability
for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold,
or to have withheld, any such tax from any payment made to the optionee.


 


10.         Amendment
and Termination. The Board may at any time amend, alter, suspend or terminate the Plan. Any amendment that would increase the
aggregate number of Shares issuable under the Plan or that would modify the class of persons eligible to receive Options shall
be subject to the approval of the Company’s stockholders. No amendment, alteration, suspension or termination of the Plan
shall impair the rights of any optionee, unless mutually agreed otherwise between the optionee and the Company, which agreement
must be in writing and signed by the optionee and the Company. Termination of the Plan shall not affect the Committee's ability
to exercise the powers granted to it hereunder with respect to Options granted under the Plan prior to the date of such termination.


 


11.         General
Provisions.


 


(a)          Shares
Issued Under Plan. Shares available for issuance under the Plan may be authorized and unissued, held by the Company in its
treasury or otherwise acquired for purposes of the Plan. No fractional Shares will be issued under the Plan.


 


(b)          Compliance
with Law. The Company will not be obligated to issue or deliver Shares pursuant to the Plan unless the issuance and delivery
of such shares complies with applicable law, including, without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and the requirements of any stock exchange or market upon which the Shares may then be listed,
and any such issuance or delivery of Shares shall be further subject to the approval of counsel for the Company with respect to
such compliance.


 


(c)          Transfer
Orders; Placement of Legends. All certificates for Shares delivered under the Plan shall be subject to such stock-transfer
orders and other restrictions as the Company may deem advisable under the rules, regulations, and other requirements of the Securities
and Exchange Commission, any stock exchange or market upon which the Shares may then be listed, and any applicable federal or state
securities law. The Company may cause a legend or legends to be placed on any such certificates to make appropriate reference to
such restrictions.


 



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12.         No
Employment or other Rights. Nothing contained in the Plan or in any Option Agreement shall confer upon any optionee any right
with respect to the continuation of his employment or other service with the Company or an Affiliate or interfere in any way with
the right of the Company and its Affiliates at any time to terminate such employment or other service or to modify the other terms
and conditions of the optionee’s employment or other service.


 


13.         Decisions
and Determinations Final. All decisions and determinations made by the Board or Committee pursuant to the provision of the
Plan shall be final, binding and conclusive on all persons. In the event of any conflict between the Plan and an Option Agreement,
the provisions of the Plan shall govern.


 


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


 


15.         Governing
Law. All rights and obligations under the Plan and each Option agreement or instrument shall be governed by and construed in
accordance with the laws of the State of Israel, without regard to its principles of conflict of laws, but shall be interpreted,
to the extent possible, in order to preserve the tax treatment and tax qualification pursuant to the Code and other applicable
Israeli and foreign tax laws and in a manner consistent with applicable laws, rules and regulations referred to in section 16.
It is the intention of the Company that Incentive Stock Options granted under the Plan qualify as such under Section 422 of the
Code and that all Options granted under the Plan comply with Section 409A of the Code.


 


16.         Beneficiary
Designation. Each Participant may, from time to time, name any beneficiary or beneficiaries to whom any benefit under the Plan
is to be paid in case of the Participant’s death before the Participant receives any or all of such benefit. Each such designation
shall revoke all prior designations by the same Participant with respect to such benefit, shall be in a form prescribed by the
Company, and shall be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime.
In the absence of any such designation, any benefits remaining unpaid under the Plan at the Participant’s death shall be
paid to the Participant’s estate unless otherwise provided in the Option Agreement.


 


17.         Government
Regulations. The Plan, 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 United States or any other State having jurisdiction over the Company and the Participant, including the registration of the
Shares under the United States Securities Act of 1933, as amended, and to such approvals by any governmental agencies or national
securities exchanges or other markets on which the Shares are traded as may be required.


 


(a)          Compliance
with Section 409A of the Code. Except as otherwise specifically provided by the Committee at the time a Stock Option is granted,
any Option providing for a deferral of compensation must satisfy the requirements of Section 409A. Toward that end, if any payment
or benefit received or to be received by a Participant pursuant to an Option would cause the Participant to incur a penalty tax
or interest under Section 409A of the Code or any regulations or United States Treasury Department guidance promulgated thereunder,
the Committee may reform the provision(s) of such Option in order to avoid to the maximum extent practicable the incurrence of
any such penalty tax or interest.


 



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18.         Arbitration.
Any dispute in relation with this Plan and the exercise of rights thereunder shall be subject to arbitration in accordance with
the Labor Arbitration Rules of the American Arbitration Association. The decision of the arbitrator shall be final and shall bind
the Company and the optionee.


 


19.         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, 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.


 


20.         Term
of the Plan. The Plan shall be effective as of the date of its adoption by the Board, subject to the approval of the stockholders
of the Company within one year from the date of such adoption by the Board. The Plan shall terminate on the tenth anniversary of
the date of its adoption by the Board, unless sooner terminated by the Board. The rights of any person with respect to any Option
granted under the Plan that is outstanding at the time of the termination of the Plan shall not be affected solely by reason of
the termination of the Plan and shall continue in accordance with the terms of the Option and of the Plan.


 


21.         Multiple
Agreements. The terms of each Option may differ from other Options granted under the Plan at the same time, or at any other
time. The Board may also grant more than one Option to a given Participant during the term of the Plan either in addition to, or
in substitution for, one or more Options previously granted to that Participant.


 



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