ADAMA
TECHNOLOGIES CORP

    


    2009
EMPLOYEE STOCK INCENTIVE PLAN

    


    
      	
              1.

            	
              Purpose:  The
      purpose of this 2009 Employee Stock Incentive Plan is to provide an
      additional incentive to employees of Adama Technologies Corp., a company
      incorporated under the laws of the State of Delaware or any successor
      thereto (the "Company"), officers,
      Directors, Consultants and certain other service providers of the
      Company  and any Parent or Subsidiary of the Company (both as
      defined below) to further the growth, development and financial success of
      the Company by providing them with opportunities to purchase or receive
      Shares (as defined below) of the Company pursuant to this 2009 Employee
      Stock Incentive Plan and to promote the success of the Company's
      business.

            


    

     

    
      	
              2.

            	
              Definitions:
      For the purposes of this 2009 Employee Stock Incentive Plan, the following
      terms shall have the meaning ascribed thereto as set forth
      below:

            


    

     

    
      	
            	
              a)

            	
              "Applicable Laws" means
      the requirements relating to the adoption and administration of stock
      option plans under U.S. state corporate laws, U.S. federal and state
      securities laws, the Code (as defined below), any rules and regulation
      promulgated thereunder, any stock exchange or quotation system on which
      the Shares (as defined below) may be listed or quoted and the Applicable
      Laws of any other country or jurisdiction where Awards (as defined below)
      are, or will be, granted under the Plan (as defined below), including, but
      not limited to, the Israeli tax
laws.

            


    

     

    
      	
            	
              b)

            	
              "Additional Rights" means
      any distribution of rights, including an issuance of bonus shares and
      stock dividends (but excluding cash dividends), in connection with Section
      102 Trustee Awards (as defined
below).

            


    

     

    
      	
            	
              c)

            	
              "Agreement" means a
      written or electronic agreement between the Company and the Participant
      evidencing the terms and conditions of an individual grant of Awards, as
      further specified in Section 8 below. The Agreement is subject to the
      terms and conditions of the Plan.

            


    

     

    
      	
            	
              d)

            	
              "Awards" means Options or
      Shares granted under the terms of this Plan, whether as an Incentive Stock
      Option, a Non-Statutory Stock Option, Section 102 Trustee Award, Section
      102 Non-Trustee Award, Section 3(i) Award or under other tax regimes, or
      Shares issued upon exercise of
Options.

            


    

     

    
      	
            	
              e)

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

            


    

     

    
      	
               
      

            	
              f)

            	
              "Cause" means any of the
      following: (i) a serious breach of trust, including but not limited to,
      theft, embezzlement, self-dealing, and/or breach of fiduciary duties; (ii)
      the Participant (as defined below) has committed any flagrant criminal
      offense; (iii) a material breach by the Participant of any agreement
      between the Participant and the Company and/or any Parent or Subsidiary,
      which has not been remedied within thirty (30) days after the Participant
      has received a written demand for performance from the Committee (as
      defined below); or (iv) any other circumstance justifying termination or
      dismissal without severance payment according to Israeli
    law.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
            	
              g)

            	
              "Change in Control”
      means a change in ownership or control of the Company effected through any
      of the following transactions: (i) the acquisition, directly or
      indirectly, by any person or related group of persons (other than the
      Company or a person that, directly or indirectly, controls, is controlled
      by, or is under common control with the Company), of beneficial ownership
      of securities possessing more than fifty percent (50%) of the total
      combined voting power of the Company's outstanding securities pursuant to
      such transaction; (ii) a merger, consolidation, reorganization of the
      Company or a similar business combination, in which securities possessing
      more than fifty percent (50%) of the total combined voting power of the
      Company's outstanding securities are transferred to a person or persons
      different from the person or persons holding those securities, directly or
      indirectly, immediately prior to such transaction; or (iii) the sale,
      transfer or other disposition of all or substantially all of the Company’s
      assets (including, intellectual property rights which, in the aggregate,
      constitute substantially all of the Company’s material
      assets).

            


    

     

    
      	
            	
              h)

            	
              "Committee" means a
      committee of Directors (as defined below) to which the Board has delegated
      power to act under or pursuant to the provisions of the
      Plan.  In the absence of any such delegation, the Committee will
      consist of the entire Board.

            


    

     

    
      	
               
      

            	
              i)

            	
              "Code" means the US
      Internal Revenue Code of 1986, as
amended.

            


    

     

    
      	
               
      

            	
              j)

            	
              “Companies Law” means the
      Israeli Companies Law 5759-1999, as
amended.

            


    

     

    
      	
            	
              k)

            	
              “Common Stock” means the
      Common Stock of the Company.

            


    

     

    
      	
               
      

            	
              l)

            	
              "Company" means Adama
      Technologies Corp., a company incorporated under the laws of the State of
      Delaware, or any successor thereto.

            


    

     

    
      	
            	
              m)

            	
              “Consultant” means any
      person or entity that is engaged by the Company or any Parent or
      Subsidiary of the Company to render consulting or advisory services to
      such entity.

            


    

     

    
      	
            	
              n)

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

            


    

     

    
      	
            	
              o)

            	
              “Director” means a member
      of the Board of Directors of the Company or any member of the Board of
      Directors of the Parent or Subsidiary of the
  Company.

            


    

     

    
      	
            	
              p)

            	
              "Disability" means a
      complete and permanent inability, due to illness or injury, to perform the
      duties of the Participant's engagement at such time when the disability
      commenced, as determined by the Committee based on medical evidence
      acceptable to it. (ii) with regard to Incentive Stock Options and
      Non-Statutory Stock Options (both as defined below), total and permanent
      disability, as defined in Section 22(e)(3) of the
  Code.

            


    

     

    
      	
            	
              q)

            	
              "Employee" means any
      person, including officers and Directors, employed by the Company or any
      Parent or Subsidiary of the Company. Neither service as a Director nor
      payment of a  Director's fee by the Company shall be sufficient
      to constitute “employment” by the Company. A person employed by the
      Company or any Parent or Subsidiary of the Company shall not cease to be
      an Employee for the purposes of the Plan in the case of (i) any leave of
      absence approved by the Company, or (ii) transfer between locations of the
      Company, or (iii) transfer of employment between the Company and any
      Parent or Subsidiary or any successor thereto. With regard to Section 102
      Trustee Options and Section 102 Non-Trustee Options (as defined below),
      “Employee” includes Directors and office holders ("Nosei Misra" as such
      term is defined in the Israeli Companies Law),  and excludes any
      person who is a Controlling Shareholder prior to and/or after the issuance
      of the Options

            


    

     

    
      	
               
      

            	
              r)

            	
              "Exercise Price" means
      the price per Share determined by the Committee in accordance with Section
      10 below, which is to be paid to the Company in order to exercise an
      Option and purchase the Share(s) covered
  thereby.

            


    


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              s)

            	
              "Expiration Date" of an
      Option means the earlier of: (i) the expiration of ten (10) years from the
      date such Option was granted; or (ii) the expiration date set forth in the
      Agreement.

            


    

     

    
      	
               
      

            	
              t)

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

            


    

     

    
      	
               
      

            	
              i)

            	
              If
      the Shares are admitted to trading on any established stock exchange or a
      national market system, including without limitation the Nasdaq National
      Market or the Nasdaq SmallCap Market of the Nasdaq Stock Market, the Fair
      Market Value shall be the closing sale price of a Share on the principal
      exchange on which Shares are then trading (or as reported on any composite
      index which includes such principal exchange), on the trading day
      immediately preceding such date, or if Shares were not traded on such
      date, then on the next preceding date of which a trade occurred, as
      reported in The Wall
      Street Journal or such other source as the Committee deems
      reliable;

            


    

     

    
      	
               
      

            	
              ii)

            	
              If
      the Shares are not traded on an exchange, but are admitted to quotation on
      the Nasdaq or other comparable quotation system, the Fair Market Value
      shall be the mean between closing representative bid and asked prices for
      the Shares on the trading day immediately preceding such date or, if no
      bid and ask prices were reported on such date, then on the last date
      preceding such date on which both bid and ask prices were reported, all as
      reported by Nasdaq or such other comparable quotation system;
      or

            


    

     

    
      	
               
      

            	
              iii)

            	
              If
      the Shares are not publicly traded on an exchange and not quoted on Nasdaq
      or a comparable quotation system, the Fair Market Value shall be
      determined in good faith by the
Committee.

            


    

     

    
      	
               
      

            	
              iv)

            	
              Without
      derogating from the foregoing and solely for the purpose of determining
      the tax liability, in the case of Capital Gain Option Through a Trustee
      (as defined below), the Fair Market Value of a Share at grant shall be
      determined in accordance with the provisions of Section 102(b)(3) of the
      Tax Ordinance as further detailed in Section 16(b)
  below.

            


    

     

    
      	
            	
              u)

            	
              “Incentive Stock Option”
      means an Award that is intended to qualify, and by its terms qualifies as
      an incentive stock option within the meaning of Section 422 of the
      Code and the regulations promulgated
thereunder.

            


    

     

    
      	
            	
              v)

            	
              "Lock-up Period" means
      the period during which the Section 102 Trustee Section 102 Trustee Awards
      granted to a Participant as well as any Additional Rights distributed in
      connection therewith are to be held by the Trustee (as defined below) on
      behalf of the Participant, in accordance with Section 102 (as defined
      below) and pursuant to the Section 102(b) Route Election the Company
      elects.

            


    

     

    
      	
            	
              w)

            	
              "Non-Statutory Stock
      Option” means an Award that by its terms does not qualify or is not
      intended to qualify as an Incentive Stock
  Option.

            


    

     

    
      	
            	
              x)

            	
              "Notice of Exercise" has
      the meaning ascribed to it in Section 11
below.

            


    

     

    
      	
            	
              y)

            	
              "Option(s)" means a right
      to purchase Shares granted under the terms specified in the
      Plan.

            


    

     

    
      	
            	
              z)

            	
              "Participant(s)" means
      any holder of one or more Shares, Options, or the Shares issuable or
      issued upon exercise of such Options, under the
  Plan.

            


    

     

    
      	
            	
              aa)

            	
              "Parent" means a "parent
      corporation", whether now or hereafter existing, as defined in Section
      424(e) of the Code.

            


    


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    


    
      	
            	
              bb)

            	
              "Plan" means this 2009
      Employee Stock Incentive Plan, as amended from time to
    time.

            


    

     

    
      	
            	
              cc)

            	
              “Proxy Holder” means the
      Chairman of the Board, as shall be in office from time to time or any
      other person designated by the Board to act as proxy
    holder.

            


    

     

    
      	
            	
              dd)

            	
              "Section 3(i)" means that
      certain Section 3(i) of the Tax Ordinance, and any regulations, rules,
      orders or procedures promulgated thereunder, all as
    amended.

            


    

     

    
      	
            	
              ee)

            	
              "Section 3(i) Award"
      means an Option or Share granted pursuant to Section
  3(i).

            


    

     

    
      	
            	
              ff)

            	
              "Section 102" means that
      certain Section 102 of the Tax Ordinance, and any regulations, rules,
      orders or procedures promulgated thereunder, including the Income Tax
      Rules (Tax Relief for Issuance of Shares to Employees), 2003, all as
      amended.

            


    

     

    
      	
            	
              gg)

            	
              “Section 102 Trustee
      Award" means an Option or Share granted under the Plan and that by
      its terms qualifies and is intended to qualify under the provisions of
      Section 102(b) of the Tax Ordinance (including the Section 102(b) Route
      Election (as defined below)) , as
either:

            


    

     

    
      	
               
      

            	
              i)

            	
              “Ordinary Income Award Through a Trustee”
      for the special tax treatment under Section 102(b)(1) and the “Ordinary
      Income Route”, or

            


    

     

    
      	
               
      

            	
              ii)

            	
              “Capital Gain Award Through a
      Trustee” for the special tax treatment under Section 102(b)(2) and
      the “Capital Route”.

            


    

     

    
      	
            	
              hh)

            	
              “Section 102(b) Route
      Election” means the right of the Company to choose either the
      “Capital Route” (as set under Section 102(b)(2)), or the “Ordinary Income
      Route” (as set under Section 102(b)(1)), but subject to the provisions of
      Section 102(g) of the Tax Ordinance, as further specified in Section 6
      below.

            


    

     

    
      	
            	
              ii)

            	
              “Section 102 Non-Trustee
      Award” means an Option or Share granted under the Plan and that by
      its terms does not qualify or is not intended to qualify as a Section 102
      Trustee Award and is granted not through a trustee under the terms of
      Section 102(c) of the Tax
Ordinance.

            


    

     

    
      	
            	
              jj)

            	
              "Service Provider" means
      an Employee, officer, Director or
Consultant.

            


    

     

    
      	
            	
              kk)

            	
              “Share(s)” means Common
      Stock, par value US0.001 of the Company or any other type of authorized
      and registered stock of the Company, as shall be authorized by the Board
      for distribution under the Plan, all as adjusted in accordance with
      Section 13 of the Plan.

            


    

     

    
      	
            	
              ll)

            	
              “Subsidiary” means a
      "subsidiary corporation", whether now or hereafter existing, as defined in
      Section 424(f) of the Code.

            


    

     

    
      	
            	
              mm)

            	
              “Tax Ordinance” means the
      Israeli Income Tax Ordinance (New Version), 1961, as
    amended.

            


    

     

    
      	
            	
              nn)

            	
              “Ten Percent
      Shareholder” means a person who owns (or is deemed to own pursuant
      to Section 424(d) of the Code) shares representing more than ten percent
      (10%) of the total combined voting power of all classes of stock of the
      Company or any Parent or Subsidiary of the
  Company.

            


    

     

    
      	
            	
              oo)

            	
              "Trust Agreement" means a
      written agreement between the Company and the Trustee, which sets forth
      the terms and conditions of the trust and is in accordance with the
      provisions of Section 102.

            


    


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    
      	
            	
              pp)

            	
              "Trustee" means a person
      or an entity, appointed by the Company and approved in accordance with the
      provisions of Section 102, to hold in trust on behalf of the Participants
      the granted Awards, as well as any Additional Rights granted in connection
      therewith, in accordance with the provisions of Section
    102.

            


    

     

    
      	
              3.

            	
              Interpretation:
      Unless the context otherwise indicates, words expressed in the singular
      shall include the plural and vice versa and the use of the neuter,
      masculine, or feminine gender is for convenience only and shall be deemed
      to mean and include the neuter, masculine or feminine gender, as
      appropriate.

            


    

     

    
      	
              4.

            	
              Administration of the
      Plan:

            


    

     

    
      	
            	
              a)

            	
              The
      Committee shall have the power to administer the Plan. Notwithstanding the
      above, the Board shall automatically have a residual authority if no
      Committee shall be constituted or if such Committee shall cease to operate
      for any reason whatsoever.

            


    

     

    
      	
            	
              b)

            	
              Subject
      to the terms and conditions of this Plan, and subject to the approval of
      any relevant authorities and to Applicable Laws, the Committee shall have
      full power and authority, at all times, to: (i) select the Service
      Providers to whom Awards may from time to time be granted hereunder, and
      to grant the Awards to the said Service Providers; (ii) determine the
      terms and provisions of the Agreements (which need not be identical)
      including, but not limited to, the type of the Awards to be granted, the
      number of Awards  to be granted, the Exercise Price, the time or
      times when and the extent to which an Award shall be vested and may be
      exercised and the nature and duration of restrictions as to the
      eligibility or transferability of an Award; (iii) accelerate the right of
      a Participant to exercise, in whole or in part, any Option, or extend such
      right; (iv) approve forms of Agreement for use under the Plan; (v) make a
      Section 102(b) Route Election (subject to the limitations set under
      Section 102(g)); (vi) interpret and construe the provisions of the Plan
      and the Agreements; (vii) determine the Fair Market Value of the
      Shares; (viii) adopt sub-plans, Plan addenda and appendices to the Plan as
      the Committee deems desirable, to accommodate foreign laws, regulations
      and practice. The provisions of such sub-plans, Plan addenda and
      appendices to the Plan may take precedence over other provisions of the
      Plan, with the exception of Section 5, but unless otherwise superseded by
      the terms of such sub-plans, Plan addenda and appendices to the Plan, the
      provisions of the Plan shall govern their operation; (ix) exercise such
      powers and perform such acts as are deemed necessary or expedient to
      promote the best interests of the Company with respect to the Plan,
      including but not limited to prescribe, amend and rescind any rules and
      regulations relating to the Plan (including rules and regulations relating
      to sub-plans, Plan addenda and appendices to the Plan established for the
      purpose of satisfying applicable foreign laws); and (x) take all other
      action and determine any other matter which is necessary or desirable for,
      or incidental to, the administration of the
  Plan.

            


    

     

    
      	
            	
              c)

            	
              The
      interpretation and construction by the Committee of any provision of the
      Plan (including sub-plans, Plan addenda and appendices to the Plan), the
      Agreement or of any Award thereunder shall be final and conclusive, unless
      otherwise determined by the Board. No member of the Committee shall be
      liable for any action or determination made in good faith with respect to
      the Plan or any Agreement

            


    


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    


    
      	
              5.

            	
              Reserved
      Shares:

            


    

     

    
      	
            	
              a)

            	
              The
      aggregate number of Shares that may be issued under the Plan shall not
      exceed 25,000,000 (twenty five million) Shares, subject to adjustments as
      provided in Section 13 of the Plan.  The Shares subject to the
      Plan may be either authorized but unissued Shares or reacquired Shares,
      subject to Applicable Laws.

            


    

     

    
      	
            	
              b)

            	
              Any
      Shares under the Plan, in respect of which the right hereunder of a
      Participant to purchase or receive the same shall for any reason
      terminate, become cancelled, expire or otherwise cease to exist, shall
      again be available for grant through Awards under the Plan (unless the
      Plan has terminated). No fraction of Shares may be issued under the
      Plan.

            


    

     

    
      	
            	
              c)

            	
              The
      Board may, at any time during the term of the Plan, increase the number of
      Shares available for grant under the Plan or amend the type of Shares
      available for grant under the Plan.  The approval of the
      Company’s shareholders of such increase or amendment shall be obtained if
      so required under Applicable Laws and/or the Company’s incorporation
      documents and/or any Shareholders Rights Agreement, as shall be in effect
      from time to time.

            


    

     

    
      	
              6.

            	
              Section 102(b) Route
      Election: No Section 102 Trustee Awards may be granted under this
      Plan to any Participant, unless and until, the Company's election of the
      type of Section 102 Trustee Awards either as “Ordinary Income Award
      Through a Trustee” or as “Capital Gain Award Through a Trustee” is
      appropriately filed with the Israeli Income Tax Authorities. Such Section
      102(b) Route Election shall become effective beginning the first date of
      grant of a Section 102 Trustee Award under this Plan and shall remain in
      effect until the end of the year following the year during which the
      Company first granted Section 102 Trustee Awards. The Section 102(b) Route
      Election shall obligate the Company to grant only the type of
      Section 102 Trustee Award it has elected, and shall apply to all
      Participants who were granted Section 102 Trustee Awards during the period
      indicated herein, all in accordance with the provisions of Section 102(g)
      of the Tax Ordinance. For avoidance of doubt, it is clarified that the
      Company does not obligate itself to file a Section 102(b) Route Election,
      and in any case, such Section 102(b) Route Election shall be at the sole
      discretion of the Company. It is further clarified that such Section
      102(b) Route Election shall not prevent the Company from granting Section
      102 Non-Trustee Awards
simultaneously.

            


    

     

    
      	
              7.

            	
              Eligible
      Participants:

            


    

     

    
      	
            	
              a)

            	
              Subject
      to the terms and conditions of the Plan and any restriction imposed by
      Applicable Laws, Awards may be granted to Service Providers, as selected
      by the Committee in its sole discretion, provided however, that,
      (i) Section 102 Trustee Awards and Section 102 Non-Trustee Awards may be
      granted only to Employees of the Company and any Parent or Subsidiary
      thereof, and provided further that, such Parent or Subsidiary corporation
      is an "employing company" within the meaning of Section 102(a) of the Tax
      Ordinance; and (ii) Section 3(i) Awards may be granted only to (a)
      Consultants; and/or (b) employees, Directors and/or officers of the
      Company or any Parent or Subsidiary who are Controlling Shareholders prior
      to and/or after the issuance of the
Awards.

            


    

     

    
      	
            	
              b)

            	
              Eligibility
      to participate in the Plan does not confer any right to be granted Awards
      under the Plan. Participation in the Plan is voluntary. The grant of an
      Award to a Service Provider hereunder, shall neither entitle such Service
      Provider to participate, nor disqualify him from participating, in any
      other grant of Awards pursuant to this Plan or any other share incentive
      or stock option plan of the Company or any Parent or Subsidiary of the
      Company.

            


    


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    


    
      	
              8.

            	
              Issuance of
      Awards:

            


    

     

    
      	
            	
              a)

            	
              Awards
      may be granted at any time, after the Plan shall become effective as
      specified in Section 17 hereof, subject to obtaining all the necessary
      approvals (if any) from any regulatory body or governmental agency having
      jurisdiction over the Company and/or any Parent or Subsidiary and/or any
      Participant. In the case of Section 102 Trustee Awards, Awards may be
      granted after the passage of thirty (30) days (or a shorter period as and
      if approved by the tax authorities) following the delivery by the Company
      to the appropriate Israeli Income Tax Authorities of a request for
      approval of the Plan and the Trustee according to Section 102.
      Notwithstanding the above, if within ninety (90) days of delivery of the
      abovementioned request, the tax officer notifies the Company of its
      decision not to approve the Plan, the Awards, which were intended to be
      granted as a Section 102 Trustee Awards, shall be deemed to be Section 102
      Non-Trustee Awards, unless otherwise was approved by the tax officer. The
      date of grant of each Award shall be the date specified by the Committee
      at the time such Award is granted and subject to the Applicable
      Laws.

            


    

     

    
      	
            	
              b)

            	
              An
      Agreement shall evidence each Award granted pursuant to the
      Plan.  The Agreement shall state, inter alia, the number
      of Awards covered thereby, the type of Award granted thereunder, if
      applicable, any restrictions on the Participant's eligibility to the
      Awards, in the event of Options - the dates and schedule when the Option
      may be exercised and the Exercise Price thereof, and any other terms and
      conditions pertaining to the Awards as the Committee in its discretion may
      prescribe, provided that they are consistent with this Plan and Applicable
      Laws.

            


    

     

    
      	
            	
              c)

            	
              Notwithstanding
      the above, in the event an Agreement shall designate the Awards granted
      thereunder as Incentive Stock Options, and the aggregate Fair Market Value
      of the Shares with respect to which Incentive Stock Options are
      exercisable for the first time by the Participant during any calendar year
      (under all plans of the Company and any Parent or Subsidiary of the
      Company) exceeds one hundred thousand US dollars ($100,000), such Options
      shall be treated as Non-Statutory Stock Options. For purposes of this
      Section 8(c), Incentive Stock Options shall be taken into account in
      the order in which they were granted.  The Fair Market Value of
      the Shares shall be determined as of the date the Option with respect to
      such Shares is granted. In the event the foregoing results in the portion
      of an Incentive Stock Option exceeding the one hundred thousand US dollars
      ($100,000) limitation, only such excess shall be treated as a
      Non-Statutory Stock Option.

            


    

     

    
      	
              9.

            	
              Trustee:

            


    

     

    
      	
            	
              a)

            	
              Notwithstanding
      anything to the contrary contained in the Plan, Section 102 Trustee
      Awards, which shall be granted under the Plan shall be issued to the
      Trustee who shall hold the same in trust for the benefit of the
      Participant at least for the Lock-up Period. Upon the conclusion of the
      Lock-up Period and subject to any further period included in the Plan
      and/or in the Agreement, the Trustee may release Section 102 Trustee
      Awards to the Participant only after the Participant 's full payment of
      his tax liability in connection therewith due pursuant to the Tax
      Ordinance.

            


    

     

    
      	
            	
              b)

            	
              Notwithstanding
      the above, in the event the Participant shall elect to release the Section
      102 Trustee Awards prior to the conclusion of the Lock-up Period, the
      sanctions under Section 102 shall apply to and shall be borne solely by
      the Participant.

            


    


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    


    
      	
            	
              c)

            	
              Any
      Additional Rights distributed to the Participant shall be deposited with
      and/or issued to the Trustee for the benefit of the Participant, and shall
      be held by the Trustee for the applicable Lock-up Period in accordance
      with the provisions of Section 102 and the Section 102(b) Route
      Election.

            


    

     

    
      	
            	
              d)

            	
              The
      Company, any Parent or Subsidiary of the Company (if applicable), the
      Trustee and the Participant shall comply with the Tax Ordinance, Section
      102 and the provisions of the Trust
Agreement.

            


    

     

    
      	
            	
              e)

            	
              Upon
      receipt of the Awards, the Participant will sign the Agreement, which
      shall be deemed as the Participant’s undertaking to exempt the Trustee
      from any liability in respect of any action or decision duly taken and
      bona fide
      executed in relation with the Plan and any Awards, Additional Right or
      other rights received by the Participant in connection
      therewith.

            


    

     

    
      	
               
      

            	
              f)

            	
              The
      Committee shall determine and approve the terms of engagement of the
      Trustee, and shall be authorized to designate from time to time a new
      Trustee and replace either of them at its sole discretion, and in the
      event of replacement of any existing Trustee, to instruct the transfer of
      all Awards and Additional Rights held by such Trustee at such time to its
      successor.

            


    

     

    
      	
            	
              g)

            	
              For
      as long as the Trustee holds Shares in trust for the benefit of the
      Participant, the Trustee shall not use the voting rights vested in such
      Shares, and shall not exercise such rights in any way whatsoever. In the
      event the right to vote such Shares is held by the Trustee pursuant to
      Section 102, then the Trustee shall execute an irrevocable voting proxy in
      the name of the Participant, for the benefit of whom the Trustee is
      holding the Shares, who shall have the voting rights vested in such
      Shares.

            


    

     

    
      	
              10.

            	
              Award Exercise Price
      and Consideration:

            


    

     

    
      	
            	
              a)

            	
              The
      Exercise Price shall be as determined by the Committee on the date of
      grant of an Award, on an individual basis, subject to any guidelines as
      may be determined by the Board from time to time; provided, however, that
      the Exercise Price shall be not less than the nominal value of the
      Awards.

            


    

     

    
      	
            	
              b)

            	
              Notwithstanding
      the foregoing, the Exercise Price shall be subject to the following
      restrictions:

            


    

     

    
      	
               
      

            	
              i)

            	
              In the case of
      Incentive Stock Option

            


    

     

    
      	
               
      

            	
              (1)

            	
              Granted
      to an Employee who, at the time of grant of such Option is a Ten Percent
      Shareholder, the Exercise Price shall be no less than one hundred and ten
      percent (110%) of the Fair Market Value per Share on the date of
      grant.

            


    

     

    
      	
               
      

            	
              (2)

            	
              Granted
      to any other Employee, the per Share Exercise Price shall be no less than
      one hundred percent (100%) of the Fair Market Value per Share on the date
      of grant.

            


    

     

    
      	
               
      

            	
              ii)

            	
              In the case of
      Non-Statutory Stock Option

            


    

     

    
      	
               
      

            	
              (1)

            	
              Granted
      to a Service Provider who, at the time of grant of such Option, is a Ten
      Percent Shareholder, the Exercise Price shall be no less than one hundred
      and ten percent (110%) of the Fair Market Value per Share on the date of
      grant.

            


    


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (2)

            	
              Granted
      to any other Service Provider, the per Share Exercise Price shall be no
      less than one hundred percent (100%) of the Fair Market Value per Share on
      the date of grant, unless specifically determined otherwise by the
      Committee.

            


    

     

    Notwithstanding
the foregoing, Options may be granted with a per Share Exercise Price other than
as required above pursuant to a transaction described in, and in a manner
consistent with, Section 424(a) of the Code.

     

    
      	
            	
              c)

            	
              The
      Exercise Price to be paid for Shares to be issued under this Plan,
      including the method of payment, shall be determined by the Committee
      subject to Applicable Laws. Such consideration may consist of, without
      limitation, (1) cash, or (2) check or wire transfer, or (3) other
      Shares having a Fair Market Value on the date of surrender equal to the
      aggregate Exercise Price of the Award, provided that, if such Shares were
      acquired directly from the Company, they have been owned by the
      Participant, and not subject to a substantial risk of forfeiture, for more
      than six months on the date of surrender, (4) consideration received
      by the Company under a broker-assisted sale and remittance program
      acceptable to the Committee, or (5) any combination of the foregoing
      methods of payment. In making its determination as to the type of
      consideration to accept, the Committee shall consider if acceptance of
      such consideration may be reasonably expected to benefit the
      Company.

            


    

     

    
      	
              11.

            	
              Exercise of
      Options:

            


    

     

    
      	
            	
              a)

            	
              Options
      shall be exercisable pursuant to the terms under which they were awarded
      and subject to the terms and conditions of this Plan; provided, however,
      that in no event shall an Option be exercisable after its Expiration Date,
      as further specified in Section 11(b)
below.

            


    

     

    Unless
the Committee provides otherwise, vesting of Options granted hereunder shall be
suspended during any unpaid leave of absence.

     

    
      	
            	
              b)

            	
              Anything
      herein to the contrary notwithstanding, if any Option, or any part
      thereof, has not been exercised prior to its Expiration Date and the
      Shares covered thereby not paid for until such date, then such Option, or
      such part thereof, and the right to acquire such Shares shall terminate,
      and all interests and rights of the Participant in and to the same shall
      expire.

            


    

     

    
      	
            	
              c)

            	
              Options
      may be exercised only to purchase whole Shares, and in no case may a
      fraction of a Share be purchased. If any fractional Share would be
      deliverable upon exercise, including but not limited to, as a result of
      adjustments as provided in Section 13 hereof, such fraction shall be
      rounded up one-half or less, or otherwise rounded down, to the nearest
      whole number of Shares

            


    

     

    
      	
            	
              d)

            	
              An
      Option, or any part thereof, shall be exercisable by the Participant's
      signing and returning to the Company at its principal office, on any
      business day, a "Notice of Exercise" in such form and substance as may be
      prescribed by the Committee from time to time and in accordance with the
      requirements of Applicable Laws, which exercise shall be effective upon
      receipt of such signed notice by the Company at its principal
      office.  The Notice of Exercise shall specify the number of
      Shares with respect to which the Option is being exercised and shall be
      accompanied by payment of the aggregate Exercise Price due with respect to
      the Shares to be purchased. Such payment may consist of any consideration
      and method of payment authorized by the Committee and permitted by the
      Agreement and the Plan. If required under Applicable Laws, the Notice of
      Exercise shall also be accompanied by payment of the aggregate withholding
      taxes due with respect to the exercise of Options and/or purchased
      Shares.

            


    


    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    


    
      	
            	
              e)

            	
              If
      Applicable Laws require the Company to take any action with respect to the
      Shares specified in the Notice of Exercise before the issuance thereof,
      then the date of their issuance shall be extended for the period necessary
      to take such action.

            


    

     

    
      	
               
      

            	
              f)

            	
              Prior
      to exercise, the Participant shall have none of the rights and privileges
      of a shareholder of the Company in respect to any Shares purchasable upon
      the exercise of any part of an Option.  Until the Shares are
      issued (as evidenced by the appropriate entry on the books of the Company
      or of a duly authorized transfer agent of the Company), no right to
      receive dividends or any other rights as a shareholder shall exist with
      respect to the Shares, notwithstanding the exercise of the Option. The
      Company shall issue (or cause to be issued) such Shares promptly after the
      Option is exercised, subject to the provisions of Section 15
      hereof.  No adjustment will be made for a dividend or other
      right, for which the record date precedes the date of issuance of the
      Shares, except as provided in Section 13
  hereof.

            


    

     

    
      	
              12.

            	
              Termination of
      Relationship as a Service
Provider:

            


    

     

    
      	
            	
              a)

            	
              Except
      as provided below, an Option, or any part thereof, may not be exercised
      unless the Participant is then a Service Provider of the Company or any
      Parent or Subsidiary thereof, and unless the Participant has remained
      continuously a Service Provider since the date of grant of the Option,
      unless the Committee determines that a longer period is applicable or such
      longer period is otherwise set forth in the
  Agreement.

            


    

     

    
      	
            	
              b)

            	
              Unless
      otherwise provided by the Committee, if a Participant ceases to be a
      Service Provider of the Company or any Parent or Subsidiary thereof for
      any reason (including, but not limited to, resignation and retirement, but
      excluding termination by reasons of dismissal not for Cause, Participant
      's Disability, death or Cause, for which events there are special rules in
      Subsections (c) through (e) below), all Options granted to the
      Participant, which are vested and exercisable at the time of such
      termination, may be exercised within one (1) month following the date of
      such termination, but in no event later than the Expiration Date of such
      Option, as set forth in the Agreement. If, after termination, the Option
      is not so exercised within the time specified herein, the Option shall
      terminate, and the Shares covered by the unexercised portion of such
      Option shall revert to the Plan. Unless the Committee provides otherwise,
      if on the date of termination, the Participant is not vested as to his
      entire Option, the Shares covered by the unvested portion of the Option
      shall revert to the Plan.

            


    

     

    
      	
            	
              c)

            	
              Unless
      otherwise provided by the Committee, if a Participant ceases to be a
      Service Provider of the Company or any Parent or Subsidiary thereof as a
      result of dismissal not for Cause of Employee or termination by the
      Company (or any Parent or Subsidiary) of the engagement agreement with the
      Participant not for Cause, all Options granted to the Participant, which
      are vested and exercisable at the time of such dismissal/termination, may,
      unless earlier terminated in accordance with the Agreement, be exercised
      within three (3) months following the date of such termination, but in no
      event later than the Expiration Date of such Option, as set forth in the
      Agreement. If, after termination, the Option is not so exercised within
      the time specified herein, the Option shall terminate, and the Shares
      covered by the unexercised portion of such Option shall revert to the
      Plan. Unless the Committee provides otherwise, if on the date of
      termination, the Participant is not vested as to his entire Option, the
      Shares covered by the unvested portion of the Option shall revert to the
      Plan.

            


    


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    


    
      	
            	
              d)

            	
              Unless
      otherwise provided by the Committee, if a Participant ceases to be a
      Service Provider of the Company or any Parent or Subsidiary thereof as a
      result of Participant’s Disability or death, all Options granted to the
      Participant, which are vested and exercisable at the time of such
      termination, may, unless earlier terminated in accordance with the
      Agreement, be exercised within six (6) months following the Participant’s
      termination, but in no event later than the Expiration Date of such
      Option, as set forth in the Agreement.  In the case of the
      Participant's death, such Option may be exercised by the personal
      representative of the Participant’s estate or by the person or persons to
      whom the Option is transferred pursuant to the Participant’s will or the
      laws of inheritance or by the Participant’s designated beneficiary or
      beneficiaries of that Option, provided such beneficiary has been
      designated prior to the Participant’s death in a form acceptable to the
      Committee.  If, after termination, the Option is not so
      exercised within the time specified herein, the Option shall terminate,
      and the Shares covered by the unexercised portion of such Option shall
      revert to the Plan. Unless the Committee provides otherwise, if, on the
      date of termination, the Participant is not vested as to his entire
      Option, the Shares covered by the unvested portion of the Option shall
      revert to the Plan.

            


    

     

    
      	
            	
              e)

            	
              Notwithstanding
      the above, if a Participant ceases to be a Service Provider of the Company
      or any Parent or Subsidiary thereof for Cause, all outstanding Options
      granted to such Participant (whether vested or not) shall, to the extent
      not theretofore exercised, expire immediately upon the earlier of: (i) the
      date of such termination; or (ii) the time of delivery of the notice of
      termination for Cause, unless otherwise determined by the Committee. The
      Shares covered by such expired Options shall revert to the
      Plan.

            


    

     

    
      	
               
      

            	
              f)

            	
              In
      addition and notwithstanding Subsections (b) through (d) above, if after
      termination of relationship as a Service Provider Participant does not
      comply in full with any of non-compete, non solicitation, confidentiality
      or any other requirement of any agreement between the Participant and the
      Company (or any Parent or Subsidiary thereof engaging the Participant),
      the Committee may, in its sole discretion, refuse to allow the exercise of
      the Options.

            


    

     

    
      	
            	
              g)

            	
              For
      the purpose of this Section 12, termination of relationship as a Service
      Provider shall be deemed to be effective upon the date, which is
      designated by the Company (or any Parent or Subsidiary thereof engaging
      the Participant) as the last day of the Participant’s service with the
      Company or any Parent or Subsidiary
thereof.

            


    

     

    
      	
            	
              h)

            	
              For
      the purpose of this Section 12, a transfer of the Participant from the
      service of the Company to any Parent or Subsidiary (and vise versa) or
      between Parent or Subsidiary shall not be deemed a termination of
      relationship as a Service Provider, unless otherwise determined by the
      Committee.

            


    

     

    
      	
              13.

            	
              Adjustments,
      Liquidation and Corporate Transaction: Upon the occurrence of any
      of the following described events, the Plan shall be adjusted as
      hereinafter provided.

            


    


    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    


    
      	
            	
              a)

            	
              Changes in
      Capitalization. The number and type of Shares which have been
      authorized for issuance under the Plan but as to which no Awards have yet
      been granted or which have been returned to the Plan upon cancellation or
      expiration of an Award, the number and type of Awards, as well as the
      Exercise Price per Share covered by each outstanding Award, shall be
      proportionately adjusted for any: increase or decrease in the number or
      type of issued Shares resulting from a stock split, reverse stock split,
      stock dividend, recapitalization, combination or reclassification of the
      Shares, or any other increase or decrease in the number of issued Shares
      effected without receipt of consideration by the Company, in order to
      prevent diminution or enlargement of the benefits or potential benefits
      intended to be made available under the Plan.  The conversion of
      any convertible securities of the Company shall not be deemed to have been
      “effected without receipt of consideration.”  Such adjustment
      shall be made by the Committee, in its sole discretion. The Company shall
      not be required to issue fractional Shares or other securities under the
      Plan as a result of such adjustment and any fractional interest in a Share
      or other security that would otherwise be delivered upon the exercise of
      an Award will be rounded, as detailed in Section 11(c)
    hereof.

            


    

     

    
      	
            	
              b)

            	
              Dissolution or
      Liquidation. In the event of dissolution or liquidation of the
      Company, the Company shall have no obligation to notify the Participants
      of such event and any Options that have not been previously exercised will
      terminate immediately prior to the consummation of such dissolution or
      liquidation.  Notwithstanding the above, in the event of a
      voluntary liquidation of the Company, which is not within the frame of a
      Corporate Transaction, the Committee shall notify each Participant as soon
      as practicable prior to the effective date of such proposed transaction,
      and any Options that have not been previously exercised will terminate
      immediately prior to the consummation of such proposed
      transaction.

            


    

     

    
      	
            	
              c)

            	
              Change in
      Control.  In the event of a Change in Control of the
      Company, each outstanding Award shall be treated as the Committee
      determines, including, without limitation, that each Award be assumed or
      an equivalent option substituted by the successor corporation or a Parent
      or Subsidiary of the successor corporation. In the case of such assumption
      or substitution of Awards, appropriate adjustments shall be made in the
      number and type of Shares covered by each outstanding Award, as well as
      the Exercise Price per Share covered by each such outstanding
      Award.  In the event that the Award is not assumed or
      substituted for following the Change in Control, the Award may be
      terminated in exchange for a cash payment equal to the excess of the Fair
      Market Value of the Shares subject to such Award (either to the extent
      then exercisable or, at the discretion of the Committee, the Award being
      made fully exercisable for purposes of this Section 13(c)) over the
      Exercise Price thereof. The Committee shall not be required to treat all
      Awards similarly in the transaction. For the purposes of this sub-Section
      13(c), the Award shall be considered assumed if, following the Change in
      Control, the Award confers the right to purchase or receive, for each
      Share subject to the Award immediately prior to the Change in Control, the
      consideration (whether stock, cash, or other securities or property)
      received in the Change in Control by holders of the same type of Share for
      each Share held on the effective date of the transaction (and if holders
      were offered a choice of consideration, the type of consideration chosen
      by the holders of a majority of the outstanding Shares or any separate
      class of Shares, if applicable); provided, however, that if such
      consideration received in the Change in Control is not solely stock of the
      successor corporation or its Parent or Subsidiary, the Committee may, with
      the consent of the successor corporation, provide for the consideration to
      be received upon the exercise of the Award, for each Share subject to the
      Award, to be solely stock of the successor corporation or its Parent or
      Subsidiary equal in fair market value to the per Share consideration
      received by holders of the same type of Shares in the Change in
      Control.

            


    


    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    


    
      	
              14.

            	
              Limited
      Transferability and Restrictions on Sale of
  Awards:

            


    

     

    
      	
            	
              a)

            	
              Except
      and to the extent otherwise provided by the Committee with respect to
      Non-Statutory Stock Option, no Option may be sold, pledged, assigned,
      hypothecated or transferred other than by will or by the laws of descent
      and distribution, and may be exercised during the lifetime of the
      Participant, only by the Participant.  The terms of the Plan and
      the Agreement shall be binding upon the executors, administrators, heirs,
      successors and assigns of the Participant. Any attempted sale, transfer,
      assignment, pledge, hypothecation or other disposition of any Option or of
      any rights granted thereunder contrary to the provisions of this Plan
      shall be null and void.

            


    

     

    
      	
            	
              b)

            	
              Without
      derogating from the provisions of Section 14(a) above, with regard to
      Section 102 Trustee Awards and any Shares issued upon exercise of an
      Options, as long as such Options and/or Shares are held by the Trustee on
      behalf of the Participant, all rights of the Participant with respect
      thereto are personal and cannot be transferred, assigned, pledged or
      mortgaged, other than by will or by the laws of descent and
      distribution.

            


    

     

    
      	
            	
              c)

            	
              Shares
      issued under this Plan shall be subject to such restrictions on transfer
      and/or sale as are generally applicable to Shares of the Company,
      including but not limited to (i) restrictions detailed in the Company's
      incorporation documents, as may be amended from time to time; and (ii) any
      restrictions on transfer and/or sale under any Applicable
    Law.

            


    

     

    
      	
            	
              d)

            	
              In
      the event the Shares shall be registered for trading in any public market,
      the Committee may impose certain limitations on the Optionee’s right to
      sell the Shares (including a lock-up period) as may be requested by the
      Company’s underwriters or as the Committee may, in its absolute
      discretion, determine to be necessary or advisable, and Participant shall
      unconditionally agree and accept any such
  limitations.

            


    

     

    
      	
              15.

            	
              Conditions Upon
      Issuance of Shares:

            


    

     

    
      
        	
              	
                a)

              	
                Shares
      shall not be issued under this Plan unless the issuance and delivery of
      such Shares shall comply with Applicable Laws and shall be further subject
      to the approval of counsel for the Company with respect to such
      compliance. Without derogating from the generality of the foregoing, the
      Company shall not be required to issue or deliver any Shares (or any
      certificate or certificates for such Shares) prior to the completion of
      any registration or other qualification of such Shares, if so required
      under any applicable law and/or under the rulings or regulations of any
      governmental regulatory body which the Committee shall, in its absolute
      discretion, determine to be necessary or
  advisable.

              


      

    

     

    
      	
            	
              b)

            	
              As
      a condition to the issuance of Shares under the Plan, the Committee may
      require the Participant to represent and warrant, if, in the opinion of
      counsel for the Company, such a representation is required in order to
      comply with any registration exemption requirement, that (i) the Shares
      are being purchased only for investment and without any present intention
      to sell or distribute such Shares; and (ii) the Participant shall not
      sell, transfer or otherwise dispose of any of the Shares so purchased by
      him, except in compliance with the applicable securities laws, and the
      rules and regulations thereunder. Furthermore, the Company shall have the
      authority to endorse upon the certificate or certificates representing the
      Shares such legends referring to the foregoing restrictions, and any other
      applicable restriction, as it may deem
  appropriate.

            


    


    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    


    
      	
            	
              c)

            	
              Except
      and to the extent otherwise expressly provided herein, Shares issued under
      this Plan shall be subject to the provisions of the Company's
      incorporation documents, as amended from time to
  time.

            


    

     

    
      	
              16.

            	
              Tax
      Consequences:

            


    

     

    
      	
            	
              a)

            	
              Any
      tax consequences arising from the grant of any Award, the exercise of any
      Option, from the payment therefor, from the sale or disposition of such
      Awards or from any other event or act (of the Participant, the Company or
      any Parent or Subsidiary of the Company or the Trustee (if applicable))
      hereunder, shall be borne solely by the Participant.  The
      Company or any Parent or Subsidiary or the Trustee (if applicable) shall
      withhold taxes according to the requirements under the Applicable Laws,
      and it may take steps as it may deem necessary for withholding all due
      taxes, including, but not limited to (i) to the extent permitted by
      Applicable Laws, deducting the amount so required to be withheld from any
      other amount then or thereafter payable to a Participant, and/or (ii)
      requiring a Participant to pay to the Company or any Parent or Subsidiary
      or to the Trustee (as the case may be) the amount so required to be
      withheld as a condition for the issuance, delivery, distribution or
      release of any Shares. Furthermore, such Participant shall agree to
      indemnify the Company, any Parent or Subsidiary that engages the
      Participant and the Trustee and hold them harmless against and from any
      and all liability for any such tax or interest or penalty thereon,
      including without limitation, liabilities relating to the necessity to
      withhold, or to have withheld, any such tax from any payment made to the
      Participant.  Except as otherwise required by Applicable Laws,
      the Company shall not be required to release any Share certificate to a
      Participant until all required payments have been fully
    made.

            


    

     

    
      	
            	
              b)

            	
              Notice to the Company
      of Disqualifying Disposition. Each Employee who receives Incentive
      Stock Option must agree to notify the Company in writing immediately after
      the Employee makes a Disqualifying Disposition of any Shares acquired
      pursuant to the exercise of Incentive Stock Option. A Disqualifying
      Disposition is defined in Section 424(c) of the Code and includes any
      disposition (including any sale or gift) of such Shares before the later
      of (a) two years after the date the Employee was granted the Incentive
      Stock Option, or (b) one year after the date the Employee acquired Shares
      by exercising the Incentive Stock Option, except as otherwise provided in
      Section 424(c) of the Code.

            


    

     

    
      	
            	
              c)

            	
              Without
      derogating from the definition of Fair Market Value in Section 2(n) above,
      and solely for the purpose of determining the tax liability with respect
      to the grant of Capital Gain Award Through a Trustee pursuant to Section
      102, in the event that Shares of the Company are listed for trade on any
      established stock exchange or national market system or in the event that
      Shares of the Company will be registered for trade within ninety (90) days
      following the date of grant of an Award, the Fair Marker Value of the
      Shares on the date of grant shall be equal to
      the average value of such 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 trade, as the
      case may be, all in accordance with the provisions of Section
      102(b)(3) of the Tax Ordinance, unless otherwise agreed with the tax
      authorities.

            


    

     

    
      	
            	
              d)

            	
              With
      regard to Section 102 Non-Trustee Option, in the event that the
      Participant shall cease to be employed by or, if applicable, cease to
      render his services to the Company or any Parent or Subsidiary, for any
      reason, the Participant shall be obligated to provide the Company and/or
      its Parent or Subsidiary with a security or guarantee, in the degree and
      manner satisfactory to them, to cover any future tax obligation resulting
      from the disposition of the Options and/or the Shares issued thereunder,
      all in accordance with Section
102.

            


    


    
      
         


      

      
        - 14
-

        
          

        

      

      
         


      

    


    
      	
            	
              e)

            	
              With
      regard to Section 102 Trustee Awards, the provisions of the Plan and the
      Agreement shall be subject to the provisions of Section 102 and the tax
      officer's approval, which shall be deemed an integral part of the Plan and
      the Agreement. To the extent that Section 102 and/or the tax officer's
      approval require the Plan and/or the Agreement to contain specified
      provisions in order to qualify the Options for preferential tax treatment,
      such provisions shall be deemed to be stated herein and/or in the
      Agreement, as applicable, and to be binding upon the Company, any Parent
      or Subsidiary and the Participant.

            


    

     

    
      	
               
      

            	
              f)

            	
              With
      regard to Incentive Stock Option and Non-Statutory Stock Option, to the
      extent the Code and Treasury Regulations promulgated thereunder require
      the Plan to contain specified provisions in order to qualify the Options
      for preferential tax treatment, such provisions shall be deemed to be
      stated in this Plan.

            


    

     

    
      	
              17.

            	
              Term, Amendment and
      Termination of the Plan:

            


    

     

    
      	
            	
              a)

            	
              The
      Plan shall become effective upon the earlier of: (i) its adoption by the
      Board, or (ii) its approval by the Company's stockholders, if such an
      approval is necessary to comply with Applicable Laws.  For
      purposes of Incentive Stock Options, the Plan shall be subject to approval
      by the stockholders of the Company within twelve (12) months before or
      after the date the Plan is adopted by the Board in the degree and manner
      required under Applicable Laws. If such approval is not obtained, any
      Incentive Stock Option shall be treated as Non-Statutory Stock
      Option.

            


    

     

    
      	
            	
              b)

            	
              Unless
      sooner terminated, the Plan shall expire on the tenth (10) anniversary of
      its effective date.

            


    

     

    
      	
            	
              c)

            	
              The
      Committee, at any time and from time to time, may terminate, suspend or
      amend the Plan. The Committee shall obtain approval from the Company’s
      shareholders of any Plan amendment to the extent necessary to comply with
      Applicable Laws.  No amendment, suspension or termination of the
      Plan shall adversely impair the rights of any Participant, unless mutually
      agreed otherwise between the Participant and the Committee, which
      agreement must be in writing and signed by the Participant 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 Awards granted under the Plan prior to the date of such
      termination.

            


    

     

    
      	
              18.

            	
              Inability to Obtain
      Authority:  The inability of the Company to obtain
      authority from any regulatory body having jurisdiction, which authority is
      deemed by the Company’s counsel to be necessary to the lawful issuance and
      sale of any Options or Shares hereunder, shall relieve the Company of any
      liability in respect of the failure to issue or sell such Shares as to
      which such requisite authority shall not have been
    obtained.

            


    

     

    
      	
              19.

            	
              Continuance of
      Engagement: Neither the Plan nor any Award granted hereunder shall
      impose any obligation on the Company or its Parent or Subsidiary, to
      continue its relationship with a Participant as a Service Provider, and
      nothing in the Plan, in any Agreement or in any Award granted pursuant
      thereto shall confer upon any Participant any right with respect to
      continuing the Participant's relationship as a Service Provider with the
      Company or its Parent or Subsidiary nor shall it interfere in any way with
      his right or the Company's or its Parent or Subsidiary's right to
      terminate such relationship at any time, with or without Cause, and with
      or without notice.

            


    


    
      
         


      

      
        - 15
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              20.

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

            


    

     

    
      	
              21.

            	
              Governing Law and
      Jurisdiction: This Plan and all instruments issued thereunder or in
      connection therewith shall be governed by and construed and enforced in
      accordance with the laws of the State of Israel, without giving effect to
      the principles of conflict of laws thereof. Any dispute arising out of
      this Plan and all instruments issued thereunder or in connection therewith
      shall be resolved exclusively by the appropriate court in the State of
      Israel.

            


    

     

    
      	
              22.

            	
              Reservation of
      Shares:  The Company, during the term of this Plan, shall
      at all times reserve and keep available such number and type of Shares as
      shall be sufficient to satisfy the requirements of the
    Plan.

            


    

     

    
      	
              23.

            	
              Application of
      Funds: The proceeds received by the Company from the issuance of
      Shares under the Plan will be used for general corporate purposes of the
      Company.

            


    

     

    
      	
              24.

            	
              Severability:
      If any term or other provision of this Plan is determined to be invalid,
      illegal or incapable of being enforced by any Applicable Laws, the
      invalidity of such term or provision of the Plan shall not affect the
      validity or enforceability of any other provision of the Plan, which shall
      remain in full force and effect.

            


    

    


    *      *      *


    
      
         


      

      
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