FORMULA
SYSTEMS (1985) LTD.


 


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2011
SHARE INCENTIVE PLAN


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Adopted:
March 17, 2011


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	FORMULA SYSTEMS (1985) LTD.
	2011 sHARE INCENTIVE PLAN
	 


 


Unless otherwise defined, terms used herein
shall have the meaning ascribed to them in Section ‎2 hereof.


 


		1.	PURPOSE; TYPES OF AWARDS; CONSTRUCTION.



 


		1.1.	Purpose. The purpose of this 2011 Share Incentive Plan (this “Plan”)
is to afford an incentive to employees, directors, officers, consultants, advisors, and any other person or entity whose services
are considered valuable (collectively, the “Service Providers”) to Formula Systems (1985) Ltd., an Israeli company
(the “Company”), or any Affiliate of the Company, which now exists or hereafter is organized or acquired by
the Company, to continue as Service Providers, to increase their efforts on behalf of the Company or Affiliate and to promote the
success of the Company's business, by providing such Service Providers with opportunities to acquire a proprietary interest in
the Company by the issuance of Ordinary Shares of the Company, and the grant of options to purchase Shares, restricted Shares awards
(“Restricted Shares”) , other Share-based Awards and cash incentives pursuant to this Plan.



 


		1.2.	Types of Awards. This Plan is intended to enable the Company to issue Awards under varying
tax regimes, including, without limitation:



 


		(i)	pursuant and subject to the provisions of Section 102 of the Ordinance, and all regulations and
interpretations adopted thereunder, including without limitation the Income Tax Rules (Tax Benefits in Stock Issuance to Employees)
5763-2003 (the “Rules”) or such other rules published by the Israeli Income Tax Authorities (the “ITA”)
(such Awards, “102 Awards”). 102 Awards may either be granted to a Trustee or without a trustee;



 


		(ii)	pursuant to Section 3(9) of the Ordinance (such Awards, “3(9) Awards”);



 


		(iii)	Incentive Stock Options within the meaning of Section 422 of the Code, or the corresponding provision
of any subsequently enacted United States federal tax statute, as amended from time to time, to be granted to Service Providers
who are deemed to be residents of the U.S. for purposes of taxation;



 


		(iv)	Nonqualified Stock Options to be granted to Service Providers who are deemed to be residents of
the U.S. for purposes of taxation;



 


		(v)	Restricted Shares to be granted pursuant to Section 11 hereof; and



 


		(vi)	other stock-based Awards and cash incentives pursuant to Section ‎12 and Section ‎13 hereof.



 



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In addition to the issuance
of Awards under the relevant tax regimes in the United States of America and the State of Israel, this Plan contemplates issuances
to Grantees in other jurisdictions with respect to which the Committee is empowered to make the requisite adjustments in this Plan
and set forth the relevant conditions in the Company’s agreement with the Grantee in order to comply with the requirements
of the tax regimes in any such jurisdictions.


 


This Plan contemplates the issuance
of Awards by the Company, both as a private company and as a publicly traded company.


 


		1.3.	Construction. To the extent any provision herein conflicts with the conditions of any relevant
tax law or regulation which are relied upon for tax relief in respect of a particular Award to a Grantee, the provisions of such
law or regulation shall prevail over those of this Plan and the Committee is empowered hereunder to interpret and enforce the said
prevailing provisions.



 


		2.	DEFINITIONS.



 


		2.1.	Terms Generally. The definitions of terms herein shall apply equally to the singular and
plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine
and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed
by the phrase “without limitation”. Unless the context requires otherwise (i) any definition of or reference to
any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document
as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements,
supplements or modifications set forth therein or herein), (ii) references to any law, constitution, statute, treaty, regulation,
rule or ordinance, including any section or other part thereof shall refer to that it as amended from time to time and shall include
any successor law, (iii) reference to a person shall means an individual, partnership, corporation, limited liability company,
association, trust, unincorporated organization, or a government or agency or political subdivision thereof, (iv) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Plan in its
entirety and not to any particular provision hereof and (v) all references herein to Sections shall be construed to refer
to Sections to this Plan.



 


		2.2.	Defined Terms. The following terms shall have the meanings ascribed to them in this Section
‎2:



 


		2.2.1.	          “Affiliate” shall mean an affiliate of, or person affiliated with, a specified
person or company or other trade or business that directly, or indirectly through one or more intermediaries, controls, is controlled
by or is under common control with such person within the meaning of Rule 405 of Regulation C under the Securities Act, including,
without limitation, any Subsidiary. For the purpose of Options granted pursuant to Section 102 shall mean an “employing company”
within the meaning of Section 102(a) of the Ordinance.



 



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		2.2.2.	          “Applicable Law” shall mean any applicable law, rule, regulation, statute, pronouncement,
policy, interpretation, judgment, order or decree of any federal, provincial, state or local governmental, regulatory or adjudicative
authority or agency, of any jurisdiction, and the rules and regulations of any stock exchange or trading system on which the Shares
are then traded or listed.



 


		2.2.3.	          “Award” shall mean any Restricted Share, Option, any other Share-based award
or a cash incentive, granted to a Grantee under this Plan and any share issued pursuant to the exercise thereof.



 


		2.2.4.	          “Board” shall mean the Board of Directors of the Company.



 


		2.2.5.	          “Code” shall mean the United States Internal Revenue Code of 1986, as amended.



 


		2.2.6.	          “Committee” shall mean a committee established by the Board to administer this
Plan, subject to Section ‎3.1.



 


		2.2.7.	          “Companies Law” shall mean the Israel Companies Law-1999 and the regulations
promulgated thereunder, all as amended from time to time.



 


		2.2.8.	          “Controlling Shareholder” shall have the meaning set forth in Section 32(9)
of the Ordinance.



 


		2.2.9.	          “Disability” shall mean (i) the inability of a Grantee to engage in any substantial
gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death
or which has lasted or can be expected to last for a continuous period of not less than 12 months, as determined by a medical doctor
satisfactory to the Committee or, if applicable, (ii) as “permanent and total disability” as defined in Section 22(e)(3)
of the Code, as amended from time to time.



 


		2.2.10.	          “Employee” shall mean a person who is employed by the Company or any of its
Affiliates, including, for the purpose of Section 102, an individual who is serving as an “office holder” as defined
under the Companies Law, but excluding any Controlling Shareholder.



 


		2.2.11.	          “Exercise Period” shall mean the period, commencing on the date of grant of
an Option, during which an Option shall be exercisable, subject to any vesting provisions thereof and the termination provisions
hereof.



 


		2.2.12.	          “Exercise Price” shall mean the exercise price for each Share covered by an
Option.



 



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		2.2.13.	          “Fair Market Value” per share as of a particular date shall mean (i) the closing
sales price per Share on the securities exchange on which the Shares are principally traded for the last preceding date on which
there was a sale of such Shares on such exchange; or (ii) if the Shares are listed on Nasdaq, the last reported price per Share
on Nasdaq on the last preceding date on which there was a sale of such Share on Nasdaq; or (iii) if the Shares are then traded
in an over-the-counter market, the average of the closing bid and asked prices for the Shares in such over-the-counter market for
the last preceding date on which there was a sale of such Shares in such market; (iv) if the Shares are not then listed on a securities
exchange or market or traded in an over-the-counter market, such value as the Committee, in its sole discretion, shall determine,
with full authority to determine the method for making such determination (which may be Black-Scholes model or any other method),
and which determination shall be conclusive and binding on all parties, and shall be made after such consultations with outside
legal, accounting and other experts as the Committee may deem advisable. The Committee may maintain a written record of its method
of determining such value. If the Shares are listed or quoted on more than one established stock exchange or national market system,
the Committee shall determine the appropriate exchange or system for the purpose of determination of Fair Market Value.



 


		2.2.14.	          “Grantee” shall mean a person who receives a grant of Award under this Plan,
and who at the time of grant is a Service Provider of the Company or any Affiliate thereof.



 


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



 


		2.2.16.	          “Nonqualified Stock Option” shall mean any Option granted to Service Provider
who is deemed to be residents of the U.S. for purposes of taxation, which Option is not designated as, or does not meet the conditions
for, an Incentive Stock Option.



 


		2.2.17.	          “Options” shall mean all options to purchase Shares granted as 102 Awards, 3(9)
Awards, Incentive Stock Options and Non-Qualified Stock Options, as well as options to purchase Shares issued under other tax regimes.



 


		2.2.18.	          “Ordinance” shall mean the Israeli Income Tax Ordinance (New Version) 1961,
and the regulations promulgated thereunder, all as amended from time to time.



 


		2.2.19.	          “Parent” shall mean any company (other than the Company), which now exists or
is hereafter organized, (i) in an unbroken chain of companies ending with the Company if, at the time of granting an Award, each
of the companies (other than the Company) owns stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other companies in such chain, or, if applicable, (ii) as defined in Section 424(e) of the
Code.



 


		2.2.20.	          “Retirement” shall mean a Grantee's retirement pursuant to applicable law or
in accordance with the terms of any tax-qualified retirement plan maintained by the Company or any of its affiliates in which the
Grantee participates.



 



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		2.2.21.	          “Securities Act” shall mean the United States Securities Act of 1933, as amended.



 


		2.2.22.	          “Shares” shall mean Ordinary Shares, par value NIS 1.00 per share of the Company,
or shares of such other class of shares of the Company as shall be designated by the Board in respect of the relevant Award.



 


		2.2.23.	          “Subsidiary” shall mean any company (other than the Company), which now exists
or is hereafter organized or acquired by the Company, (i) in an unbroken chain of companies beginning with the Company if, at the
time of granting an Award, each of the companies other than the last company in the unbroken chain owns stock possessing fifty
percent (50%) or more of the total combined voting power of all classes of stock in one of the other companies in such chain, or,
if applicable, (ii) as defined in Section 424(f) of the Code.



 


		2.2.24.	          “Ten Percent Shareholder” shall mean a Grantee who, at the time an Incentive
Stock Option is granted, owns shares possessing more than ten percent (10%) of the total combined voting power of all classes of
shares of the Company or any Parent or Subsidiary.



 


		2.2.25.	          “Trustee” shall mean the trustee appointed by the Committee or the Board, as
the case may be, to hold the respective Options and/or Shares (and, in relation with 102 Awards, approved by the Israeli tax authorities),
if so appointed.



 


		2.3.	Other Defined Terms. The following terms shall have the meanings ascribed to them in the
Sections set forth below:



 


	Term	Section
	102 Awards	‎1.2‎(i)
	102 Capital Gains Track Options	‎9.1
	102 Non-Trustee Options	‎9.2
	102 Ordinary Income Track Options	‎9.1
	102 Trustee Options	‎9.1
	3(9) Awards	‎1.2‎(ii)
	Cause	‎6.6.3
	Company	‎1.1
	Effective Date	‎25.1
	Election	‎9.2
	Eligible 102 Grantees	‎4.2
	ISO Shares	‎8.3
	ITA	‎1.2‎(i)
	Market Stand-Off	‎17
	Merger/Sale	‎14.2
	Option Agreement	‎6
	Plan	‎1.1
	Required Holding Period	‎9.4
	Restricted Period	‎11.4



 



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	Restricted Share Agreement	‎11
	Restricted Share Unit Agreement	‎12.1
	Restricted Shares	‎1.1
	RSU	‎12.1
	Rules	‎1.2‎(i)
	Service Provider(s)	‎1.1
	Successor Corporation	‎14.2.1
	Withholding Obligations	‎18.3




 


		3.	ADMINISTRATION.



 


		3.1.	To the extent permitted under Applicable Law and the Memorandum of Association, Articles of Association
and any other governing document of the Company, this Plan shall be administered by the Committee. In the event that the Board
does not create a committee to administer this Plan, this Plan shall be administered by the Board in its entirety. In the event
that an action necessary for the administration of this Plan is required under law to be taken by the Board, then such action shall
be so taken by the Board. In any such event, all references herein to the Committee shall be construed as references to the Board.



 


		3.2.	The Committee shall consist of two or more directors of the Company, as determined by the Board.
The Board shall appoint the members of the Committee, may from time to time remove members from, or add members to, the Committee,
and shall fill vacancies in the Committee however caused, provided that the composition of the Committee shall at all times be
in compliance with any mandatory requirements of Applicable Law. The Committee may select one of its members as its Chairman and
shall hold its meetings at such times and places as it shall determine. The Committee may appoint a Secretary, who shall keep records
of its meetings and shall make such rules and regulations for the conduct of its business, as it shall deem advisable and subject
to requirements of Applicable Law.



 


		3.3.	Subject to the terms and conditions of this Plan and any mandatory provisions of Applicable Law,
and in addition to the Committee's powers contained elsewhere in this Plan, the Committee shall have full authority in its discretion,
from time to time and at any time, to determine any of the following, or to recommend to the Board any of the following if it is
not authorized to take such action according to Applicable Law:



 


		(i)	eligible Grantees,



 


		(ii)	grants of Awards and setting the terms and provisions
of option agreements (which need not be identical) and any other agreements or instruments under which Awards are made, including,
but not limited to, the number of Shares underlying each Award,



 


		(iii)	the time or times at which Awards shall be granted,



 


		(iv)	the schedule and conditions on which Awards may be exercised,



 



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		(v)	the Exercise Price,



 


		(vi)	interpretation of this Plan,



 


		(vii)	prescribe, amend and rescind rules and regulations relating to and for carrying out this Plan,
as it may deem appropriate,



 


		(viii)	the Fair Market Value of the Shares,



 


		(ix)	the tax track (capital gains, ordinary income track or any other track available under the Section
102 of the Ordinance) for the purpose of 102 Awards, and



 


		(x)	any other matter which is necessary or desirable for, or incidental to, the administration of this
Plan and any Award thereunder.



 


		3.4.	Grants of Awards shall be made pursuant to written notice to Grantees setting forth the terms of
the Award. Such notice shall designate the type of Award as one of the following: (i) a 102 Award granted to a Trustee (either
as a 102 Award (capital gain track) with Trustee or a 102 Award (ordinary income track) with Trustee), (ii) a 102 Award without
a 102 Trustee, (iii) a 3(9) Award, (iv) Incentive Stock Option, (v) Nonqualified Stock Option, or (vi) any other type of
Award.



 


		3.5.	Subject to the mandatory provisions of Applicable Law, the grant of any Award, whether by the Committee
or the Board, shall be deemed to include an authorization of the issuance of Shares upon the due exercise thereof.



 


		3.6.	The authority granted hereunder includes the authority to modify Awards to eligible individuals
who are foreign nationals or are individuals who are employed outside Israel to recognize differences in local law, tax policy
or custom, in order to effectuate the purposes of this Plan but without amending this Plan. The Committee shall have the authority
to grant, in its discretion, to the holder of an outstanding Award, in exchange for the surrender and cancellation of such Award,
a new Award having an exercise price lower than provided in the Award so surrendered and canceled and containing such other terms
and conditions as the Committee may prescribe in accordance with the provisions of this Plan or to set a new exercise price for
the same Award lower than that previously provided in the Award.



 


		3.7.	All decisions, determination and interpretations of the Committee shall be final and binding on
all Grantees of any Awards under this Plan, unless otherwise determined by the Board. No member of the Committee shall be liable
for any action taken or determination made in good faith with respect to this Plan or any Award granted hereunder.



 



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		4.	ELIGIBILITY.



 


		4.1.	Awards may be granted to Service Providers of the Company and any Affiliate thereof, taking into
account the qualification under each tax regime pursuant to which such Awards are granted. A person who has been granted an Award
hereunder may be granted additional Awards, if the Committee shall so determine, subject to the limitations herein. In determining
the persons to whom Awards shall be granted and the number of Shares to be covered by each Award, the Committee shall take into
account the duties of the respective persons, their present and potential contributions to the success of the Company and such
other factors as the Committee shall deem relevant in connection with accomplishing the purpose of this Plan.



 


		4.2.	Subject to Applicable Law, 102 Awards may not be granted to Controlling Shareholders and may only
be granted to Employees, including officers and directors, of the Company or any Affiliate thereof, who are Israeli residents (“Eligible
102 Grantees”). Awards to Eligible 102 Grantees in Israel shall be 102 Awards. Eligible 102 Grantees may receive only
102 Awards, which may either be grants to a Trustee or grants under Section 102 without a trustee. Unless otherwise permitted by
the Ordinance and the Rules, no 102 Awards to a trustee may be granted until the expiration of thirty (30) days after the requisite
filings under the Ordinance and the Rules have been appropriately made with the ITA.



 


		4.3.	Subject to Applicable Law, Non-Employees who are Israeli residents and are not Eligible 102 Grantees
may only be granted 3(9) Awards under this Plan.



 


		5.	SHARES.



 


The initial number of Shares
reserved for the grant of Awards under this Plan shall be 545,000 Shares. The class of said Shares shall be designated by the Board
with respect to each Award and the notice of grant shall reflect such designation. Any share underlying an Award granted hereunder
which has expired, or was cancelled or terminated or forfeited for any reason without having been exercised, shall be automatically,
and without any further action on the part of the Company or any Grantee, returned to the “pool” of reserved Shares
hereunder and shall again be available for grant for the purposes of this Plan (unless this Plan shall have been terminated) or
unless the Board determines otherwise. The Board may, subject to any other approvals required under any Applicable Law, increase
or decrease the number of Shares to be reserved under this Plan. Such Shares may, in whole or in part, be authorized but unissued
Shares, or Shares that shall have been or may be reacquired by the Company (to the extent permitted pursuant to the Companies Law)
or by a trustee appointed by the Board under the relevant provisions of the Ordinance, the Companies Law or any equivalent provision.
Any Shares which are not subject to outstanding options at the termination of this Plan shall cease to be reserved for the purpose
of this Plan, but until termination of this Plan, the Company shall at all times reserve a sufficient number of Shares to meet
the requirements of this Plan.


 



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		6.	TERMS AND CONDITIONS OF OPTIONS.



 


Each Option granted pursuant
to this Plan shall be evidenced by a written agreement between the Company and the Grantee or a written notice delivered by the
Company and accepted by the Grantee (the “Option Agreement”), in such form and containing such terms and conditions
as the Committee shall from time to time approve, which Option Agreement shall comply with and be subject to the following terms
and conditions, unless otherwise specifically provided in such Option Agreement or the terms referred to in Sections ‎9 and
‎10 below. For purposes of interpreting this Section ‎6, a director's service as a member of the Board or the services
of an officer, as the case may be, shall be deemed to be employment with the Company or its Subsidiary or Affiliate.


 


		6.1.	Number of Shares. Each Option Agreement shall state the number of Shares covered by the
Option.



 


		6.2.	Type of Option. Each Option Agreement shall specifically state the type of Option granted
thereunder and whether it constitutes an Incentive Stock Option, Nonqualified Stock Option, 102 Option Award and the relevant track,
3(9) Option Award, or otherwise.



 


		6.3.	Exercise Price. Each Option Agreement shall state the Exercise Price, which, in the case
of an Incentive Stock Option, shall not be less than one hundred percent (100%) of the Fair Market Value of the Shares covered
by the Option on the date of grant or such other amount as may be required pursuant to the Code. In the case of any other Option,
the per share Exercise Price shall be equal to the amount determined by the Committee, which may be less than the par value of
the shares for which such Option is exercisable. In the case of an Incentive Stock Option granted to any Ten-Percent Shareholder,
the Exercise Price shall be no less than 110% of the Fair Market Value of the Shares covered by the Option on the date of grant.
Subject to Section ‎3 and to the foregoing, the Committee may reduce the Exercise Price of any outstanding Option. The Exercise
Price shall also be subject to adjustment as provided in Section ‎14 hereof.



 


		6.4.	Manner of Exercise. An Option may be exercised, as to any or all Shares as to which the
Option has become exercisable, by written notice delivered in person or by mail to the Secretary of the Company or to such other
person as determined by the Committee, specifying the number of Shares with respect to which the Option is being exercised, accompanied
by payment of the Exercise Price for such Shares in the manner specified in the following sentence. The Exercise Price shall be
paid in full with respect to each Share, at the time of exercise, either in (i) cash, (ii) if the Company’s shares are publicly
traded, all or part of the Exercise Price and any withholding taxes may be paid by the delivery (on a form prescribed by the Company)
of an irrevocable direction to a securities broker approved by the Company to sell Shares and to deliver all or part of the sales
proceeds to the Company or the Trustee, (iii) if the Company’s shares are publicly traded, all or part of the Exercise Price
and any withholding taxes may be paid by the delivery (on a form prescribed by the Company) of an irrevocable direction to pledge
Shares to a securities broker or lender approved by the Company, as security for a loan, and to deliver all or part of the loan
proceeds to the Company or the Trustee, or (iv) in such other manner as the Committee shall determine, which may include procedures
for cashless exercise.



 



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		6.5.	Term and Vesting of Options. Each Option Agreement shall provide the vesting schedule for
the Option as determined by the Committee. To the extent permitted under Applicable Law, the Committee shall have the authority
to determine the vesting schedule and accelerate the vesting of any outstanding Option at such time and under such circumstances
as it, in its sole discretion, deems appropriate. Unless otherwise resolved by the Committee and stated in the Option Agreement,
and subject to Sections ‎6.6 and ‎6.7 hereof, Options shall vest and become exercisable under the following schedule: twenty-five
percent (25%) of the Shares covered by the Option, on the first anniversary of the date on which such Option is granted, provided
that the Grantee remains continuously employed by or in the service of the Company or its Subsidiary or Affiliate for that one
year, and six and one-quarter percent (6.25%) of the Shares covered by the Option at the end of each subsequent quarter, provided
that the Grantee remains continuously employed by or in the service of the Company or its Subsidiary or Affiliate for that quarter,
over the course of the following three (3) years of continued employment by or service for the Company or its Subsidiary or Affiliate.
The Option Agreement may contain performance goals and measurements, and the provisions with respect to any Option need not be
the same as the provisions with respect to any other Option. The Exercise Period of an Option will be seven (7) years from the
date of grant of the Option unless otherwise determined by the Committee, but subject to the vesting provisions described above
and the early termination provisions set forth in Sections ‎6.6 and ‎6.7 hereof; provided, however, that in the case of
an Incentive Stock Option granted to a Ten Percent Shareholder, such Exercise Period shall not exceed five (5) years from the date
of grant of such Option. At the expiration of the Exercise Period, all unexercised Options shall become null and void.



 


		6.6.	Termination.



 


		6.6.1.	          Except as provided in this Section ‎6.6 and in Section ‎6.7 hereof, an Option may not be
exercised unless the Grantee is then in the employ of or maintaining a director, officer, consultant, advisor or supplier relationship
with the Company or a Subsidiary or Affiliate thereof or, in the case of an Incentive Stock Option, a company or a parent or subsidiary
company of such company issuing or assuming the Option in a transaction to which Section 424(a) of the Code applies, and unless
the Grantee has remained continuously so employed or in the director, officer, supplier, consultant, or advisor relationship since
the date of grant of the Option. In the event that the employment or director, officer or consultant, advisor or supplier relationship
of a Grantee shall terminate (other than by reason of death, Disability or Retirement), all Options of such Grantee that are vested
and exercisable at the time of such termination may, unless earlier terminated in accordance with their terms, be exercised within
up to ninety (90) days after the date of such termination (or such different period as the Committee shall prescribe); provided,
however, that if the Company (or the Subsidiary or Affiliate, when applicable) shall terminate the Grantee’s employment or
service for Cause (as defined below) or if, whether or not the Grantee’s employment is terminated by either party, circumstances
arise or are discovered with respect to the Grantee that would have constituted Cause for termination of his or her employment
or service, all Options theretofore granted to such Grantee (whether vested or not) shall, to the extent not theretofore exercised,
terminate on the date of such termination (or on which such circumstances arise or are discovered, as the case may be) unless otherwise
determined by the Committee.



 



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		6.6.2.	          In the case of a Grantee whose principal employer is a Subsidiary or Affiliate, the Grantee’s
employment shall also be deemed terminated for purposes of this Section ‎6.6 as of the date on which such principal employer
ceases to be a Subsidiary or Affiliate. Notwithstanding anything to the contrary, the Committee, in its absolute discretion may,
on such terms and conditions as it may determine appropriate, extend the periods for which the Options held by any individual may
continue to vest and be exercisable; provided, that such Options may lose their status as Incentive Stock Options under applicable
law and be deemed Nonqualified Stock Options in the event that the period of vesting and/or exercisability of any option is extended
beyond the later of: (i) one hundred and eighty (180) days after the date of cessation of employment or performance of services;
or (ii) the applicable period under Section ‎6.7 below.



 


		6.6.3.	          For purposes of this Plan, the term “Cause” shall mean any of the following:
(a) fraud, embezzlement or felony or similar act by the Grantee; (b) an act of moral turpitude by the Grantee, or any act that
causes significant injury to the reputation, business, assets, operations or business relationship of the Company (or a Subsidiary
or Affiliate, when applicable); (c) any material breach by the Grantee of an agreement between the Company or any Subsidiary or
Affiliate and the Grantee (including material breach of confidentiality, non-competition or non-solicitation covenants) or of any
duty of the Grantee to the Company or any Subsidiary or Affiliate thereof; or (d) any circumstances that constitute grounds for
termination for cause under the Grantee’s employment, consulting or service agreement with the Company or Subsidiary or Affiliate,
to the extent applicable.



 


		6.7.	Death, Disability or Retirement of Grantee. If a Grantee shall die while employed by, or
performing service for, the Company or a Subsidiary, or within the three (3) month period after the date of termination of such
Grantee's employment or service (or within such different period as the Committee may have provided pursuant to Section ‎6.6
hereof), or if the Grantee's employment or service shall terminate by reason of Disability, all Options theretofore granted to
such Grantee may (to the extent otherwise vested and exercisable and unless earlier terminated in accordance with their terms),
be exercised by the Grantee or by the Grantee's estate or by a person who acquired the right to exercise such Options by bequest
or inheritance or otherwise by result of death or Disability of the Grantee, at any time within one (1) year after the death or
Disability of the Grantee (or such different period as the Committee shall prescribe). In the event that an Option granted hereunder
shall be exercised by the legal representatives of a deceased or former Grantee, written notice of such exercise shall be accompanied
by a certified copy of letters testamentary or equivalent proof of the right of such legal representative to exercise such Option.
In the event that the employment or service of a Grantee shall terminate on account of such Grantee's Retirement, all Options of
such Grantee that are exercisable at the time of such Retirement may, unless earlier terminated in accordance with their terms,
be exercised at any time within the three (3) month period after the date of such Retirement (or such different period as the Committee
shall prescribe).



 



    	- 12 -



    	 



    

 


		6.8.	Suspension of Vesting. Unless the Board of Directors or the Committee provides otherwise,
vesting of Options granted hereunder shall be suspended during any unpaid leave of absence, other than in the case of any (a) leave
of absence which was pre-approved by the Company for purposes of continuing the vesting of Options, or (b) transfers between locations
of the Company or between the Company, any Affiliate, or any respective successor thereof.



 


		6.9.	Voting Proxy. Until immediately after the listing for trading on a stock exchange or market
or trading system of the Company’s (or the Successor Corporation’s) shares, the right to vote any Shares acquired under
this Plan pursuant to an Award shall, unless otherwise determined by the Committee, be given by the Grantee or the Trustee (if
so requested from the Trustee and agreed by the Trustee), as the case may be, pursuant to an irrevocable proxy, to the person or
persons designated by the Board. All Awards granted hereunder shall be conditioned upon the execution of such irrevocable proxy.
So long as any such Shares are held by a Trustee (and unless a proxy was given by the Trustee as aforesaid), such Shares shall
be voted by the Trustee, and unless the Trustee is directed otherwise by the Board, such Shares shall be voted in the same proportion
as the result of the shareholder vote at the shareholders meeting or written consent in respect of which the Shares held by the
Trustee are being voted. Any irrevocable proxy granted pursuant hereto shall be of no force or effect immediately after the immediately
after the listing for trading on a stock exchange or market or trading system of the Company’s (or the Successor Corporation’s)
shares.



 


		6.10.	Other Provisions. The Option Agreement evidencing Awards under this Plan shall contain such
other terms and conditions not inconsistent with this Plan as the Committee may determine, at or after the date of grant, including
without limitation, provisions in connection with the restrictions on transferring the Awards, which shall be binding upon the
Grantees and other terms and conditions as the Committee shall deem appropriate.



 


		6.11.	Israeli Index Base for 102 Awards. Each 102 Award will be subject to the Israeli index base
of the Value of Benefit, as defined in Section 102(a) of the Ordinance, as determined by the Committee in its discretion, pursuant
to the Rules, from time to time. Moreover, the Committee may amend retroactively the Israeli index base, pursuant to the Rules,
without the Grantee’s consent.



 


		7.	NONQUALIFIED STOCK OPTIONS.



 


Options granted pursuant to
this Section ‎7 are intended to constitute Nonqualified Stock Options and shall be subject to the general terms and conditions
specified in Section ‎6 hereof and other provisions of this Plan, except for any provisions of this Plan applying to Options
under different tax laws or regulations.


 



    	- 13 -



    	 



    

 


		8.	INCENTIVE STOCK OPTIONS.



 


Options granted pursuant to
this Section ‎8 are intended to constitute Incentive Stock Options and shall be granted subject to the following special terms
and conditions, the general terms and conditions specified in Section ‎6 hereof and other provisions of this Plan, except for
any provisions of this Plan applying to Options under different tax laws or regulations:


 


		8.1.	Value of Shares. The aggregate Fair Market Value (determined as of the date the Incentive
Stock Option is granted) of the Shares with respect to which all Incentive Stock Options granted under this Plan and all other
option plans of any Subsidiary or Affiliate become exercisable for the first time by each Grantee during any calendar year shall
not exceed one hundred thousand United States dollars ($100,000) with respect to such Grantee. To the extent that the aggregate
Fair Market Value of Shares with respect to which the Incentive Stock Options are exercisable for the first time by any Grantee
during any calendar years exceeds one hundred thousand United States dollars ($100,000), such Options shall be treated as Nonqualified
Stock Options. The foregoing shall be applied by taking options into account in the order in which they were granted, with the
Fair Market Value of any Share to be determined at the time of the grant of the Option. In the event the foregoing results in the
portion of an Incentive Stock Option exceeding the one hundred thousand United States dollars ($100,000) limitation, only such
excess shall be treated as a Nonqualified Stock Option.



 


		8.2.	Ten Percent Shareholder. In the case of an Incentive Stock Option granted to a Ten Percent
Shareholder, (i) the Exercise Price shall not be less than one hundred and ten percent (110%) of the Fair Market Value of the Shares
on the date of grant of such Incentive Stock Option, and (ii) the Exercise Period shall not exceed five (5) years from the date
of grant of such Incentive Stock Option.



 


		8.3.	Incentive Stock Option Lock-Up Period. No disposition of Shares received pursuant
to the exercise of Incentive Stock Options (“ISO Shares”), shall be made by the Grantee within 2 years from
the date of grant, or within 1 year after the transfer of such ISO Shares to the Grantee. To the extent that the Grantee violates
the aforementioned limitations, the Incentive Stock Options shall be deemed to be Nonqualified Stock Options.



 


		8.4.	Approval. The status of any ISO Shares shall be subject to approval of this Plan
by the Company’s shareholders, such approval to be provided 12 months before or after the date of adoption of this Plan by
the Board of Directors.



 



    	- 14 -



    	 



    

 


		8.5.	Exercise Following Termination. Notwithstanding anything else in this Plan to the
contrary, Incentive Stock Options that are not exercised within ninety (90) days following termination of Grantee’s employment
in the Company or its Affiliates and Subsidiaries, or within one year in case of termination of Grantee’s employment in the
Company or its Affiliates and Subsidiaries due to a disability (within the meaning of section 22(e)(3) of the Code), shall be deemed
to be Nonqualified Stock Options.



 


		8.6.	Adjustments to Incentive Stock Options. Any Option Agreement providing for the grant
of Incentive Stock Options shall indicate that adjustments made pursuant to this Plan with respect to Incentive Stock Options could
constitute a “modification” of such Incentive Stock Options (as that term is defined in Section 424(h) of the Code)
or could cause adverse tax consequences for the holder of such Incentive Stock Options and that the holder should consult with
his or her tax advisor regarding the consequences of such “modification” on his or her income tax treatment
with respect to the Incentive Stock Option.



 


		8.7.	Notice to Company of Disqualifying Disposition. Each Grantee who receives an Incentive
Stock Option must agree to notify the Company in writing immediately after the Grantee makes a Disqualifying Disposition of any
ISO Shares. A “Disqualifying Disposition” is any disposition (including any sale) of such ISO Shares before the later
of (i) two years after the date the Grantee was granted the Incentive Stock Option, or (ii) one year after the date the
Grantee acquired Shares by exercising the Incentive Stock Option. If the Grantee dies before such ISO Shares are sold, these holding
period requirements do not apply and no disposition of the ISO Shares will be deemed a Disqualifying Disposition.



 


		9.	102 OPTION AWARDS.



 


		9.1.	Options granted pursuant to this Section ‎9 are intended to be granted pursuant to Section
102 of the Ordinance pursuant to either (a) Section 102(b)(2) thereof as capital gains track options (“102
Capital Gains Track Options”), or (b) Section 102(b)(1) thereof as ordinary income track options (“102 Ordinary
Income Track Options”; together with 102 Capital Gains Track Options, “102 Trustee Options”). 102
Trustee Options shall be granted subject to the following special terms and conditions contained in this Section ‎9, the general
terms and conditions specified in Section ‎6 hereof and other provisions of this Plan, except for any provisions of this Plan
applying to Options under different tax laws or regulations.



 



    	- 15 -



    	 



    

 


		9.2.	The Company may grant only one type of 102 Trustee Option at any given time to all Grantees who
are to be granted 102 Trustee Options pursuant to this Plan, and shall file an election with the ITA regarding the type of 102
Trustee Option it elects to grant before the date of grant of any 102 Trustee Options (the “Election”). Such
Election shall also apply to any bonus shares received by any Grantee as a result of holding the 102 Trustee Options. The Company
may change the type of 102 Trustee Option that it elects to grant only after the passage of at least 12 months from the end of
the year in which the first grant was made in accordance with the previous Election, or as otherwise provided by Applicable Law.
Any Election shall not prevent the Company from granting Options, pursuant to Section 102(c) of the Ordinance without a Trustee
(“102 Non-Trustee Options”).



 


		9.3.	Each 102 Trustee Option will be deemed granted on the date stated in a written notice to be provided
by the Company, provided that on or before such date (i) the Company has provided such notice to the Trustee and (ii) the Grantee
has signed all documents required pursuant to Applicable Law and under this Plan.



 


		9.4.	Each 102 Trustee Option, each Share issued pursuant to the exercise of any 102 Trustee Option,
and any rights granted thereunder, including, without limitation, bonus shares, shall be allotted and issued to and registered
in the name of the Trustee and shall be held in trust for the benefit of the Grantee for a period of not less than the requisite
period prescribed by the Ordinance and the Rules or such longer period as set by the Committee (the “Required Holding
Period”). In the event that the requirements under Section 102 to qualify an Option as a 102 Trustee Option are not met,
then the Option may be treated as a 102 Non-Trustee Option, all in accordance with the provisions of Section 102 and the Rules.
After termination of the Required Holding Period, the Trustee may release such 102 Trustee Option and any such Shares, provided
that (i) the Trustee has received an acknowledgment from the ITA that the Grantee has paid any applicable taxes due pursuant to
the Ordinance or (ii) the Trustee and/or the Company and/or its Affiliate withholds any applicable taxes due pursuant to the Ordinance
arising from the 102 Trustee Options and/or any Shares allotted or issued upon exercise of such 102 Trustee Options. The Trustee
shall not release any 102 Trustee Options or Shares issued upon exercise thereof prior to the payment in full of the Grantee’s
tax liabilities arising from such 102 Trustee Options and/or Shares or the withholding referred to in (ii) above.



 


		9.5.	Each 102 Trustee Option shall be subject to the relevant terms of the Ordinance and the Rules,
which shall be deemed an integral part of the 102 Trustee Option and shall prevail over any term contained in this Plan or Option
Agreement which is not consistent therewith. Any provision of the Ordinance, the Rules and any approvals by the Income Tax Commissioner
not expressly specified in this Plan or Option Agreement which, as determined by the Committee, are necessary to receive or maintain
any tax benefit pursuant to Section 102 shall be binding on the Grantee. The Grantee granted a 102 Trustee Option shall comply
with the Ordinance and the terms and conditions of the Trust Agreement entered into between the Company and the Trustee. The Grantee
agrees to execute any and all documents, which the Company and/or its Affiliates and/or the Trustee may reasonably determine to
be necessary in order to comply with the Ordinance and the Rules.



 



    	- 16 -



    	 



    

 


		9.6.	During the Required Holding Period, the Grantee shall not release from trust or sell, assign, transfer
or give as collateral, the Shares issuable upon the exercise of a 102 Trustee Option and/or any securities issued or distributed
with respect thereto, until the expiration of the Required Holding Period. Notwithstanding the above, if any such sale or release
occurs during the Required Holding Period it will result in adverse tax consequences to the Grantee under Section 102 of the Ordinance
and the Rules, which shall apply to and shall be borne solely by such Grantee. Subject to the foregoing, the Trustee may, pursuant
to a written request from the Grantee, release and transfer such Shares to a designated third party, provided that both of the
following conditions have been fulfilled prior to such release or transfer: (i) payment has been made to the ITA of all taxes required
to be paid upon the release and transfer of the Shares, and confirmation of such payment has been received by the Trustee and (ii)
the Trustee has received written confirmation from the Company that all requirements for such release and transfer have been fulfilled
according to the terms of the Company’s corporate documents, this Plan, the Option Agreement and any Applicable Law.



 


		9.7.	If a 102 Trustee Option is exercised during the Required Holding Period, the Shares issued upon
such exercise shall be issued in the name of the Trustee for the benefit of the Grantee. If such 102 Trustee Option is exercised
after the expiration of the Required Holding Period, the Shares issued upon such exercise shall, at the election of the Grantee,
either (i) be issued in the name of the Trustee, or (ii) be issued to the Grantee, provided that the Grantee first complies with
all applicable provisions of this Plan and all taxes with respect thereto shall have been fully paid to the ITA.



 


		9.8.	The foregoing provisions of this Section ‎9 relating to 102 Trustee Options shall not apply
with respect to 102 Non-Trustee Options, which shall, however, be subject to the relevant provisions of Section 102 and the Rules.



 


		9.9.	Upon receipt of a 102 Trustee Option, the Grantee will sign an undertaking to release the Trustee
from any liability with respect to any action or decision duly taken and executed in good faith by the Trustee in relation to this
Plan, or any 102 Trustee Option or Share granted to such Grantee thereunder.



 



    	- 17 -



    	 



    

 


		10.	3(9) OPTION AWARD.



 


		10.1.	Options granted pursuant to this Section ‎10 are intended to constitute a 3(9) Option Award
and shall be granted subject to the general terms and conditions specified in Section ‎6 hereof and other provisions of this
Plan, except for any provisions of this Plan applying to Options under different tax laws or regulations.



 


		10.2.	To the extent required by the Ordinance or the ITA or otherwise deemed by the Committee prudent
or advisable, the 3(9) Option Awards granted pursuant to this Plan shall be issued to a Trustee nominated by the Committee in accordance
with the provisions of the Ordinance. In such event, the Trustee shall hold such Options in trust, until exercised by the Grantee,
pursuant to the Company's instructions from time to time as set forth in a trust agreement, which will be entered into between
the Company and the Trustee. If determined by the Board of Directors or the Committee, and subject to such trust agreement, the
Trustee shall be responsible for withholding any taxes to which a Grantee may become liable upon the exercise of Options.



 


		11.	RESTRICTED SHARES.



 


The Committee may award Restricted
Shares to any eligible Grantee, including under Section 102 of the Ordinance. Each Award of Restricted Shares under this Plan shall
be evidenced by a written agreement between the Company and the Grantee (the “Restricted Share Agreement”),
in such form as the Committee shall from time to time approve. The Restricted Share Agreement shall comply with and be subject
to the following terms and conditions, unless otherwise specifically provided in such Agreement:


 


		11.1.	Number of Shares. Each Restricted Share Agreement shall state the number of Shares covered
by an Award.



 


		11.2.	Purchase Price. Each Restricted Share Agreement may state an amount of purchase price to
be paid by the Grantee in consideration for the issuance of the Restricted Shares and the terms of payment thereof, which may include,
payment by issuance of promissory notes or other evidence of indebtedness on such terms and conditions as determined by the Committee.



 


		11.3.	Vesting. Each Restricted Share Agreement shall provide the vesting schedule for the Restricted
Shares as determined by the Committee, provided that (to the extent permitted under Applicable Law) the Committee shall have the
authority to determine the vesting schedule and accelerate the vesting of any outstanding Restricted Share at such time and under
such circumstances as it, in its sole discretion, deems appropriate. Unless otherwise resolved by the Committee and stated in the
Restricted Share Agreement, Restricted Shares shall vest in the same vesting schedule as set forth in Section ‎6.5 hereof.



 



    	- 18 -



    	 



    

 


		11.4.	Restrictions. Restricted Shares may not be sold, assigned, transferred, pledged, hypothecated
or otherwise disposed of, except by will or the laws of descent and distribution, for such period as the Committee shall determine
from the date on which the Award is granted (the “Restricted Period”). The Committee may also impose such additional
or alternative restrictions and conditions on the Restricted Shares, as it deems appropriate, including the satisfaction of performance
criteria. Such performance criteria may include, but are not limited to, sales, earnings before interest and taxes, return on investment,
earnings per share, any combination of the foregoing or rate of growth of any of the foregoing, as determined by the Committee.
Certificates for shares issued pursuant to Restricted Share Awards shall bear an appropriate legend referring to such restrictions,
and any attempt to dispose of any such shares in contravention of such restrictions shall be null and void and without effect.
Such certificates may, if so determined by the Committee, be held in escrow by an escrow agent appointed by the Committee, or,
if a Restricted Share Award is made pursuant to Section 102, by the Trustee. In determining the Restricted Period of an Award the
Committee may provide that the foregoing restrictions shall lapse with respect to specified percentages of the awarded Restricted
Shares on successive anniversaries of the date of such Award. To the extent required by the Ordinance or the ITA, the Restricted
Shares issued pursuant to Section 102 of the Ordinance shall be issued to the Trustee in accordance with the provisions of the
Ordinance and the Restricted Shares shall be held for the benefit of the Grantee for such period as may be required by the Ordinance.



 


		11.5.	Adjustment of Performance Goals. The Committee may adjust performance goals to take into
account changes in law and accounting and tax rules and to make such adjustments as the Committee deems necessary or appropriate
to reflect the inclusion or the exclusion of the impact of extraordinary or unusual items, events or circumstances. The Committee
also may adjust the performance goals by reducing the amount to be received by any Grantee pursuant to an Award if and to the extent
that the Committee deems it appropriate.



 


		11.6.	Forfeiture. Subject to such exceptions as may be determined by the Committee, if the Grantee's
continuous employment with the Company or any Subsidiary or Affiliate shall terminate for any reason prior to the expiration of
the vesting date or Restricted Period of an Award or prior to the payment in full of the purchase price of any Restricted Shares
with respect to which the vesting date or the Restricted Period has expired, any shares remaining subject to vesting or restrictions
or with respect to which the purchase price has not been paid in full, shall thereupon be forfeited and shall be deemed transferred
to, and reacquired by, or cancelled by, as the case may be, the Company or a Subsidiary at no cost to the Company or Subsidiary,
subject to all Applicable Laws. Upon forfeiture of Restricted Shares, the Grantee shall have no further rights with respect to
such Restricted Shares.



 



    	- 19 -



    	 



    

 


		11.7.	Ownership. During the Restricted Period the Grantee shall possess all incidents of ownership
of such Restricted Shares, subject to Section ‎6.9 and Section ‎11.4, including the right to receive dividends with respect
to such shares. All distributions, if any, received by a Grantee with respect to Restricted Shares as a result of any stock split,
stock dividend, combination of shares, or other similar transaction shall be subject to the restrictions applicable to the original
Award.



 


		12.	RESTRICTED SHARE UNITS.



 


		12.1.	A Restricted Share Unit (an “RSU”) is an Award covering a number of Shares that
is settled by issuance of those Shares. An RSU may be awarded to any eligible Grantee, including under Section 102 of the Ordinance.
Each grant of RSUs under this Plan shall be evidenced by a written agreement between the Company and the Grantee (the “Restricted
Share Unit Agreement”), in such form as the Committee shall from time to time approve. Such RSUs shall be subject to
all applicable terms of this Plan and may be subject to any other terms that are not inconsistent with this Plan. The provisions
of the various Restricted Share Unit Agreements entered into under this Plan need not be identical. RSUs may be granted in consideration
of a reduction in the recipient’s other compensation.



 


		12.2.	Other than the par value of the Shares, no payment of cash shall be required as consideration for
RSUs. RSUs may or may not be subject to vesting. Vesting shall occur, in full or in installments, upon satisfaction of the conditions
specified in the Restricted Share Unit Agreement.



 


		12.3.	Without limitation of Section ‎6.9, no voting or dividend rights as a shareholder shall exist
prior to the actual issuance of Shares in the name of the Grantee. Notwithstanding anything else in this Plan (as may be amended
from time to time) to the contrary, unless otherwise specified by the Committee, each RSU shall be for a term of seven (7) years.
Each Restricted Share Unit Agreement shall specify its term and any conditions on the time or times for settlement, and provide
for expiration prior to the end of its term in the event of termination of employment or service providing to the Company, and
may provide for earlier settlement in the event of the Grantee’s death, Disability or other events.



 


		12.4.	Settlement of vested RSUs shall be made in the form of Shares. Distribution to a Grantee of an
amount (or amounts) from settlement of vested RSUs can be deferred to a date after settlement as determined by the Committee. The
amount of a deferred distribution may be increased by an interest factor or by dividend equivalents. Until the grant of RSUs is
settled, the number of such RSUs shall be subject to adjustment pursuant hereto.



 



    	- 20 -



    	 



    

 


		13.	OTHER SHARE OR SHARE-BASED AWARDS AND CASH GRANTS.



 


		13.1.	The Committee may grant other Awards under this Plan pursuant to which Shares (which may, but need
not, be Restricted Shares pursuant to Section ‎11 hereof), cash or a combination thereof, are or may in the future be acquired
or received, or Awards denominated in stock units, including units valued on the basis of measures other than market value. The
Committee may also grant stock appreciation rights without the grant of an accompanying option, which rights shall permit the Grantees
to receive, at the time of any exercise of such rights, cash equal to the amount by which the Fair Market Value of all Shares in
respect to which the right was granted exceeds the exercise price thereof. The Committee may, and it is hereby deemed to be an
Award under the terms of this Plan, grant to Grantees (including employees) the opportunity to purchase Shares of the Company in
connection with any public offerings of the Company’s securities. Such other Share based Awards may be granted alone, in
addition to, or in tandem with any Award of any type granted under this Plan and must be consistent with the purposes of this Plan.



 


		13.2.	The Committee may grant cash incentives to Grantees subject to such performance goals, terms and
conditions as the Committee may determine from time to time in its sole discretion.



 


		14.	EFFECT OF CERTAIN CHANGES.



 


		14.1.	General. In the event of a subdivision of the outstanding share capital of the Company,
any payment of a stock dividend (distribution of bonus shares), a recapitalization, a reorganization (which may include a combination
or exchange of shares), a consolidation, a stock split, a reverse stock split, a spin-off or other corporate divestiture or division,
a reclassification or other similar occurrence, the Committee shall make such adjustments as determined by the Committee to be
appropriate in order to adjust (i) the number of Shares available for grants of Awards, (ii) the number of Shares covered by outstanding
Awards, and (iii) the exercise price per share covered by any Award; provided, however, that any fractional shares resulting from
such adjustment shall be rounded down to the nearest whole share and that the Company shall have no obligation to make any cash
or other payment with respect to such fractional shares.



 


		14.2.	Merger and Sale of Company. In the event of (i) a sale of all or substantially all of the
assets of the Company; or (ii) a sale (including an exchange) of all or substantially all of the shares of the Company, or an acquisition
by a shareholder of the Company or by an Affiliate of such shareholder, of all the shares of the Company held by other shareholders
or by other shareholders who are not Affiliated with such acquiring party; (iii) a merger, consolidation, amalgamation or like
transaction of the Company with or into another corporation; (iv) a scheme of arrangement for the purpose of effecting such sale,
merger or amalgamation; or (v) such other transaction or set of circumstances that is determined by the Committee, in its discretion,
to be a transaction having a similar effect (all such transactions being herein referred to as a “Merger/Sale”),
then, without the Grantee’s consent and action and without any prior notice requirement:



 



    	- 21 -



    	 



    

 


		14.2.1.	          unless otherwise determined by the Committee in its sole and absolute discretion, any Award then
outstanding shall be assumed or an equivalent Award shall be substituted by such successor corporation of the Merger/Sale or any
parent or Affiliate thereof as determined by the Board in its discretion (the “Successor Corporation”), under
substantially the same terms as the Award;



 


For the purposes
of this Section ‎14.2.1, the Award shall be considered assumed if, following a Merger/Sale, the Award confers on the holder
thereof the right to purchase or receive, for each Share underlying an Award immediately prior to the Merger/Sale, either (i) the
consideration (whether stock, cash, or other securities or property) distributed to or received by holders of Shares in the Merger/Sale
for each Share held on the effective date of the Merger/Sale (and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding Shares), which may be subject to vesting and other terms as
determined by the Committee in its discretion, or (ii) regardless of the consideration received by the holders of Shares in the
Merger/Sale, solely shares (or their equivalent) of the Successor Corporation at a value to be determined by the Committee in its
discretion, which may be subject to vesting and other terms as determined by the Committee in its discretion. The foregoing shall
not limit the Committee's authority to determine, in its sole discretion, that in lieu of such assumption or substitution of Awards
for Awards of the Successor Corporation, such Award will be substituted for any other type of asset or property, including under
Section ‎14.2.2 hereunder.


 


		14.2.2.	          In the event that the Awards are not assumed or substituted by an equivalent Award, then the Committee
may (but shall not be obligated to), in lieu of such assumption or substitution of the Award and in its sole discretion, (i) provide
for the Grantee to have the right to exercise the Award, or otherwise for the acceleration of vesting of such Award, as to all
or part of the Shares, including Shares covered by the Award which would not otherwise be exercisable or vested, under such terms
and conditions as the Committee shall determine, including the cancellation of all unexercised Awards upon closing of the Merger/Sale;
and/or (ii) provide for the cancellation of each outstanding Award at the closing of such Merger/Sale, and payment to the Grantee
of an amount in cash as determined by the Committee to be fair in the circumstances (with full authority to determine the method
for making such determination, which may be Black-Scholes model or any other method, and which determination shall be conclusive
and binding on all parties), and subject to such terms and conditions as determined by the Committee.



 



    	- 22 -



    	 



    

 


		14.2.3.	          Notwithstanding the foregoing, in the event of a Merger/Sale, the Committee may determine, in its
sole discretion, that upon completion of such Merger/Sale, the terms of any Award be otherwise amended, modified or terminated,
as the Committee shall deem in good faith to be appropriate, and if an Option Award, that the Option Award shall confer the right
to purchase or receive any other security or asset, or any combination thereof, or that its terms be otherwise amended, modified
or terminated, as the Committee shall deem in good faith to be appropriate. Neither the authorities and powers of the Committee
under this Section ‎14.2.2, nor the exercise or implementation thereof, shall (i) be restricted or limited in any way by any
adverse consequences (tax or otherwise) that may result to any holder of an Award, and (ii) as, inter alia, being a feature
of the Award upon its grant, be deemed to constitute a change or an amendment of the rights of such holder under this Plan, nor
shall any such adverse consequences (as well as any adverse tax consequences that may result from any tax ruling or other approval
or determination of any relevant tax authority) be deemed to constitute a change or an amendment of the rights of such holder under
this Plan.



 


		14.3.	Reservation of Rights. Except as expressly provided in this Section ‎14, the Grantee
of an Award hereunder shall have no rights by reason of any subdivision or consolidation of shares of any class or the payment
of any stock dividend (bonus shares), any other increase or decrease in the number of shares of any class or by reason of any dissolution,
liquidation, Merger/Sale, or consolidation, divestiture or spin-off of assets or shares of another company. Any issue by the Company
of shares of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number, type or price of shares subject to an Award. The grant of an Award pursuant
to this Plan shall not affect in any way the right or power of the Company to make adjustments, reclassifications, reorganizations
or changes of its capital or business structures or to merge or to consolidate or to dissolve, liquidate or sell, or transfer all
or part of its business or assets or engage in any similar transactions.



 


		15.	NON-TRANSFERABILITY OF AWARDS; SURVIVING BENEFICIARY.



 


		15.1.	All Awards granted under this Plan shall not be transferable otherwise than by will or by the laws
of descent and distribution. Awards may be exercised or otherwise realized, during the lifetime of the Grantee, only by the Grantee
or by his guardian or legal representative, to the extent provided for herein. Any transfer of an Award not permitted hereunder
(including transfers pursuant to any decree of divorce, dissolution or separate maintenance, any property settlement, any separation
agreement or any other agreement with a spouse) and any grant of any interest in any Award to, or creation in any way of any interest
in any Award by, any party other than the Grantee shall be null and void and shall not confer upon any party or person, other than
the Grantee, any rights. A Grantee may file with the Committee a written designation of a beneficiary on such form as may be prescribed
by the Committee and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Grantee,
the executor or administrator of the Grantee's estate shall be deemed to be the Grantee's beneficiary. Notwithstanding the foregoing,
upon the request of the Grantee and subject to Applicable Law the Committee, at its sole discretion, may permit to transfer the
Award to a family trust.



 



    	- 23 -



    	 



    

 


		15.2.	As long as the Shares are held by the Trustee in favor of the Grantee, all rights possessed by
the Grantee over the Shares are personal, and may not be transferred, assigned, pledged or mortgaged, other than by will or laws
of descent and distribution.



 


		16.	CONDITIONS TO ISSUANCE OF SHARES



 


		16.1.	Legal Compliance. Shares shall not be issued pursuant to the exercise of an Award, unless
the exercise of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws as determined by counsel
to the Company. 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 Shares hereunder, and the inability
to issue Shares hereunder due to non-compliance with any Company policies with respect to the sale of Shares, shall relieve the
Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority or compliance
shall not have been obtained or achieved. Shares issued pursuant to an Awards shall be subject to the Articles of Association of
the Company and any other governing documents of the Company, including all policies, manuals and internal regulations adopted
by the Company from time to time, as may be amended from time to time, including, without limitation, any provisions included therein
concerning restrictions or limitations on transferability of Shares or grant of any rights with respect thereto and any provisions
concerning restrictions on the use of inside information and other provisions deemed by the Company to be appropriate in order
to ensure compliance with Applicable Laws, statutes and regulations.



 


		16.2.	Investment Representations. As a condition to the exercise of an Award, the Company may
require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such Shares, and make other representations as may
be required under applicable securities laws if, in the opinion of counsel for the Company, such representations are required,
all in form and content specified by the Company.



 



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		17.	MARKET STAND-OFF



 


		17.1.	In connection with any underwritten public offering by the Company of its equity securities pursuant
to an effective registration statement filed under the Securities Act or equivalent law in another jurisdiction, the Grantee shall
not directly or indirectly, without the prior written consent of the Company or its underwriters, (i) lend, offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right
or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Shares acquired under this Plan or any
securities of the Company (whether or not such Shares acquired under this Plan), or (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of the Shares acquired under this
Plan, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Shares acquired under
this Plan or such other securities, in cash or otherwise. Such restriction (the “Market Stand-Off”) shall be
in effect for such period of time following the effective date of the registration statement relating to such offering, as may
be requested by the Company or such underwriters, however in any event, such period shall not exceed 90 days (in the case of a
registration statement thereafter).



 


		17.2.	In the event of a subdivision of the outstanding share capital of the Company, the declaration
and payment of a stock dividend (distribution of bonus shares), the declaration and payment of an extraordinary dividend payable
in a form other than stock, a recapitalization, a reorganization (which may include a combination or exchange of shares or a similar
transaction affecting the Company’s outstanding securities without receipt of consideration), a consolidation, a stock split,
a spin-off or other corporate divestiture or division, a reclassification or other similar occurrence, an adjustment in conversion
ratio, any new, substituted or additional securities which are by reason of such transaction distributed with respect to any Shares
subject to the Market Stand-Off, or into which such Shares thereby become convertible, shall immediately be subject to the Market
Stand-Off.



 


		17.3.	In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with
respect to the Shares acquired under this Plan until the end of the applicable stand-off period.



 


		17.4.	The underwriters in connection with a registration statement so filed are intended to
be third party beneficiaries of this Section ‎‎17 and shall have the right, power and authority to enforce
the provisions hereof as though they were a party hereto.



 


		18.	AGREEMENT BY GRANTEE REGARDING TAXES.



 


		18.1.	If the Committee shall so require, as a condition of exercise of an Award, the release of Shares
by the Trustee or the expiration of the Restricted Period, a Grantee shall agree that, no later than the date of such occurrence,
he will pay to the Company or make arrangements satisfactory to the Committee and the Trustee (if applicable) regarding payment
of any applicable taxes of any kind required by Applicable Law to be withheld or paid.



 



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		18.2.	ALL TAX CONSEQUENCES UNDER ANY APPLICABLE LAW WHICH MAY ARISE FROM THE GRANT OF ANY AWARDS OR THE
EXERCISE THEREOF, THE SALE OR DISPOSITION OF ANY SHARES GRANTED HEREUNDER OR ISSUED UPON EXERCISE OF ANY AWARD OR FROM ANY OTHER
ACTION OF THE GRANTEE IN CONNECTION WITH THE FOREGOING SHALL BE BORNE AND PAID SOLELY BY THE GRANTEE, AND THE GRANTEE SHALL INDEMNIFY
THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES AND THE TRUSTEE, AND SHALL HOLD THEM HARMLESS AGAINST AND FROM ANY LIABILITY FOR ANY
SUCH TAX OR PENALTY, INTEREST OR INDEXATION THEREON. EACH GRANTEE AGREES TO, AND UNDERTAKES TO COMPLY WITH, ANY RULING, SETTLEMENT,
CLOSING AGREEMENT OR OTHER SIMILAR AGREEMENT OR ARRANGEMENT WITH ANY TAX AUTHORITY IN CONNECTION WITH THE FOREGOING WHICH IS APPROVED
BY THE COMPANY.



 


THE GRANTEE IS ADVISED TO CONSULT
WITH A TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING AWARDS HEREUNDER. THE COMPANY DOES NOT ASSUME
ANY RESPONSIBILITY TO ADVISE THE GRANTEE ON SUCH MATTERS, WHICH SHALL REMAIN SOLELY THE RESPONSIBILITY OF THE GRANTEE.


 


		18.3.	The Company or any Subsidiary or Affiliate may take such action as it may deem necessary or appropriate,
in its discretion, for the purpose of or in connection with withholding of any taxes which the Company or any Subsidiary or Affiliate
is required by any Applicable Law to withhold in connection with any Awards (collectively, “Withholding Obligations”).
Such actions may include, without limitation, (i) requiring Grantees to remit to the Company in cash an amount sufficient to satisfy
such Withholding Obligations; (ii) subject to Applicable Law, allowing the Grantees to provide Shares to the Company, in an amount
that at such time, reflects a value that the Committee determines to be sufficient to satisfy such Withholding Obligations; (iii)
withholding Shares otherwise issuable upon the exercise of an Award at a value which is determined by the Committee to be sufficient
to satisfy such Withholding Obligations; or (iv) any combination of the foregoing. The Company shall not be obligated to allow
the exercise of any Award by or on behalf of a Grantee until all tax consequences arising from the exercise of such Award are resolved
in a manner acceptable to the Company.



 



    	- 26 -



    	 



    

 


		18.4.	Each Grantee shall notify the Company in writing promptly and in any event within ten (10) days
after the date on which such Grantee first obtains knowledge of any tax bureau inquiry, audit, assertion, determination, investigation,
or question relating in any manner to the Awards granted or received hereunder or Shares issued thereunder and shall continuously
inform the Company of any developments, proceedings, discussions and negotiations relating to such matter, and shall allow the
Company and its representatives to participate in any proceedings and discussions concerning such matters. Upon request, a Grantee
shall provide to the Company any information or document relating to any matter described in the preceding sentence, which the
Company, in its discretion, requires.



 


		18.5.	With respect to 102 Non-Trustee Options, if the Grantee ceases to be employed by the Company or
any Affiliate, the Grantee shall extend to the Company and/or its Affiliate with whom the Grantee is employed a security or guarantee
for the payment of taxes due at the time of sale of Shares, all in accordance with the provisions of Section 102 of the Ordinance
and the Rules.



 


		19.	RIGHTS AS A STOCKHOLDER; VOTING AND DIVIDENDS.



 


		19.1.	Subject to Section ‎11.7, a Grantee shall have no rights as a shareholder of the Company with
respect to any Shares covered by the Award until the date of the issuance of a share certificate to the Grantee for such Shares.
In the case of 102 Option Awards or 3(9) Option Awards (if such Share Options are being held by a Trustee), the Trustee shall have
no rights as a shareholder of the Company with respect to any Shares covered by such Award until the date of the issuance of a
share certificate to the Trustee for such Shares for the Grantee’s benefit, and the Grantee shall have no rights as a shareholder
of the Company with respect to any Shares covered by the Award until the date of the release of such Shares from the Trustee to
the Grantee and the issuance of a share certificate to the Grantee for such Shares. No adjustment shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or distribution of other rights for which the record date is prior
to the date such share certificate is issued, except as provided in Section ‎14 hereof.



 


		19.2.	With respect to all Shares issued in the form of Awards hereunder or upon the exercise of Awards
hereunder, any and all voting rights attached to such Shares shall be subject to Section ‎6.9, and the Grantee shall be entitled
to receive dividends distributed with respect to such Shares, subject to the provisions of the Company’s Articles of Association,
as amended from time to time, and subject to any Applicable Law.



 


		19.3.	The Company may, but shall not be obligated to, register or qualify the sale of Shares under any
applicable securities law or any other applicable law.



 



    	- 27 -



    	 



    

 


		20.	NO REPRESENTATION BY COMPANY.



 


By granting the Awards, the
Company is not, and shall not be deemed as, granting any representation or warranties to the Grantee regarding the Company, its
business affairs, its prospects or the future value of its Shares.


 


		21.	NO RETENTION RIGHTS.



 


Nothing in this Plan or in
any Award granted or agreement entered into pursuant hereto shall confer upon any Grantee the right to continue in the employ of,
or be in a consultant, advisor, director, officer or supplier relationship with, the Company or any Subsidiary or Affiliate or
to be entitled to any remuneration or benefits not set forth in this Plan or such agreement or to interfere with or limit in any
way the right of the Company or any such Subsidiary or Affiliate to terminate such Grantee's employment or service. Awards granted
under this Plan shall not be affected by any change in duties or position of a Grantee as long as such Grantee continues to be
employed by, or be in a consultant, advisor, director, officer or supplier relationship with, the Company or any Subsidiary or
Affiliate.


 


		22.	PERIOD DURING WHICH AWARDS MAY BE GRANTED.



 


Awards may be granted pursuant
to this Plan from time to time within a period of ten (10) years from the Effective Date. From the tenth (10th) anniversary
of the Effective Date no grants of Awards may be made and this Plan shall continue to be in full force and effect solely with respect
to such Awards that remain outstanding. This Plan shall terminate at such time after the tenth (10th) anniversary of
the Effective Date that no Awards remain outstanding.


 


		23.	TERM OF AWARD



 


Anything herein to the contrary
notwithstanding, but without derogating from the provisions of Sections ‎6.6, ‎6.7 or ‎8.2 hereof, if any Award, or
any part thereof, has not been exercised and the Shares covered thereby not paid for within the term of the Award as determined
by the Committee, which in any event shall not exceed ten (10) years after the date on which the Award was granted, as set forth
in the Notice of Grant in the Grantee’s Award, such Award, or such part thereof, and the right to acquire such Shares shall
terminate, and all interests and rights of the Grantee in and to the same shall expire. In the case of Shares held by a Trustee,
the Grantee shall elect whether to release such Shares from trust or sell the Shares and upon such release or sale such trust shall
expire.


 


		24.	AMENDMENT AND TERMINATION OF THIS PLAN.



 


The Board at any time and from
time to time may suspend, terminate, modify or amend this Plan, whether retroactively or prospectively; provided, however, that,
unless otherwise determined by the Board, an amendment which requires shareholder approval in order for this Plan to continue to
comply with any Applicable Law shall not be effective unless approved by the requisite vote of shareholders, and provided further
that except as provided herein, no suspension, termination, modification or amendment of this Plan may adversely affect any Award
previously granted, without the written consent of Grantees holding a majority in interest of the Awards so affected, and in the
event that such consent is obtained, all Awards so affected and the holders thereof shall be bound by and be deemed amended as
set forth in, such consent.


 



    	- 28 -



    	 



    

 


		25.	APPROVAL.



 


		25.1.	This Plan shall take effect upon its adoption by the Board (the “Effective Date”),
except that solely with respect to grants of Incentive Stock Options this Plan shall also be subject to approval within one year
of the Effective Date, by a majority of the votes cast on the proposal at a meeting or a written consent of shareholders. Failure
to obtain approval by the shareholders shall not in any way derogate from the valid and binding effect of any grant of an Award,
which is not an Incentive Stock Option. Upon approval of this Plan by the shareholders of the Company as set forth above, all Incentive
Stock Options granted under this Plan on or after the Effective Date shall be fully effective as if the shareholders of the Company
had approved this Plan on the Effective Date. Notwithstanding the foregoing, in the event that approval of this Plan by the shareholders
of the Company is required under Applicable Law, in connection with the application of certain tax treatment or pursuant to applicable
stock exchange rules or regulations or otherwise, such approval shall be obtained within the time required under the Applicable
Law.



 


		25.2.	The 102 Awards are subject to the approval, if required, of the ITA and receipt by the Company
of all approvals thereof.



 


		26.	RULES PARTICULAR TO SPECIFIC COUNTRIES; SECTION 409A



 


Notwithstanding
anything herein to the contrary, the terms and conditions of this Plan may be amended with respect to a particular country by means
of an appendix to this Plan, and to the extent that the terms and conditions set forth in any appendix conflict with any provisions
of this Plan, the provisions of the appendix shall govern. Terms and conditions set forth in the Appendix shall apply only to Awards
granted to a Grantee under the jurisdiction of the specific country that is the subject of the appendix and shall not apply to
Awards issued to a Grantee not under the jurisdiction of such country. The adoption of any such appendix shall be subject to the
approval of the Board or the Committee, and if required in connection with the application of certain tax treatment, pursuant to
applicable stock exchange rules or regulations or otherwise, then also the approval of the shareholders of the Company at the required
majority. To the extent applicable, this Plan and any agreement hereunder shall be interpreted in accordance with Section 409A
of the Code. Notwithstanding any provision of this Plan to the contrary, in the event that, following the Effective Date, the Board
determines that any Award may be subject to Section 409A of the Code, the Board may adopt such amendments to this Plan and such
agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take
any other actions, that the Board determines are necessary or appropriate to (a) exempt the Award from Section 409A of the Code
and/or preserve the intended tax treatment of the benefits provided with respect to the Award or (b) comply with the requirements
of Section 409A of the Code.


 


		27.	GOVERNING LAW; JURISDICTION.



 


This Plan and all determinations
made and actions taken pursuant hereto shall be governed by the laws of the State of Israel, except with respect to matters that
are subject to tax laws, regulations and rules in any specific jurisdiction, which shall be governed by the respective laws, regulations
and rules of such jurisdiction. Certain definitions, which refer to laws other than the laws of such jurisdiction, shall be construed
in accordance with such other laws. The competent courts located in Tel-Aviv-Jaffa, Israel shall have exclusive jurisdiction over
any dispute arising out of or in connection with this Plan and any Award granted hereunder, and by signing any agreement relating
to an Award hereunder each Grantee irrevocably submits to such exclusive jurisdiction.


 



    	- 29 -



    	 



    

 


		28.	NON-EXCLUSIVITY OF THIS PLAN.



 


Neither the adoption of this
Plan by the Board nor the submission of this Plan to shareholders of the Company for approval (to the extent required under Applicable
Law), shall be construed as creating any limitations on the power or authority of the Board to adopt such other or additional incentive
or other compensation arrangements of whatever nature as the Board may deem necessary or desirable or preclude or limit the continuation
of any other plan, practice or arrangement for the payment of compensation or fringe benefits to employees generally, or to any
class or group of employees, which the Company or any Subsidiary now has lawfully put into effect, including, without limitation,
any retirement, pension, savings and stock purchase plan, insurance, death and disability benefits and executive short-term or
long-term incentive plans.


 


		29.	MISCELLANEOUS.



 


		29.1.	Additional Terms. Each Award awarded under this Plan may contain such other terms and conditions
not inconsistent with this Plan as may be determined by the Committee, in its sole discretion.



 


		29.2.	Severability. If any provision of this Plan or any Award Agreement shall be determined to
be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable
and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other jurisdiction. In addition,
if any particular provision contained herein shall for any reason be held to be excessively broad as to duration, geographic scope,
activity or subject, it shall be construed by limiting and reducing such provision as to such characteristic so that the provision
is enforceable to fullest extent compatible with the Applicable Law as it shall then appear.



 


		29.3.	Captions and Titles. The use of captions and titles in this Plan or any Option Agreement,
Restricted Share Agreement or other Award related agreement is for the convenience of reference only and shall not affect the meaning
of any provision of this Plan or such agreement.



 


*          *          *


 



    	- 30 -



    	 



    

 


AMENDMENT
NUMBER 1 TO


 


FORMULA SYSTEMS (1985) LTD.


 


_________________________________________________


 


2011
SHARE INCENTIVE PLAN


_________________________________________________


 


__________________________________


 


Adopted:
August 15, 2012


__________________________________


 




    	 



    	 



    

 


The first
sentence of Section 5 of the Plan shall be deleted and replaced in its entirety with the following:


 


“The number
of Shares reserved for the grant of Awards under this Plan shall be 1,745,000 Shares.”


 


*          *          *


 



    	- 2-