Exhibit 10.6


 





 


March
29th, 2018


 


Ms.
Debra Bass


168
Monroe Avenue


Belle
Mead, NJ 08502


 


Letter
Agreement re. Employment Agreement


 


Dear
Debra,


 


We
are writing to you in connection with that certain employment agreement that both Nuvo-Group USA, Inc. (“Nuvo”) and
you executed on February 8th, 2018 (the “Employment Agreement”). The purpose of this letter agreement is to clarify
and amend certain provisions contained in your Employment Agreement.


 


		a)	Notwithstanding the “Effective
                                                                                                                                                                   Date” referenced in the second recital of your Employment Agreement, namely, March 12, 2018, your actual starting date was
                                                                                                                                                                   March 19th 2018. Accordingly, for purposes of your Employment Agreement, the term “Effective Date” shall
                                                                                                                                                                   refer to March 19th, 2018.



 


		b)	Section
                                            4(d) of your Employment Agreement is hereby revised and replaced in its entirety with the
                                            following:



 


		(d)	Subject
                                            to Executive’s execution of any and all documents and instruments related to the issuance
                                            of stock and grants of equity as may be requested by Company from time to time (e.g., restricted
                                            stock agreements in such form and substance as may reasonably be determined by Company),
                                            Executive shall receive an option (the “Option”) to purchase 170,889 Ordinary
                                            Shares (which equates to 1.25% of the issued and outstanding Ordinary Shares of the Company
                                            on a fully diluted basis), with an exercise price of USD$6.427/per ordinary share (the “Equity
                                            Grant”), which shall vest and become exercisable in accordance with the following
                                            schedule: (i) twenty-five (25%} percent of the Ordinary Shares covered by the Option shall
                                            vest on the first anniversary of the Effective Date (the “Equity Grant Date”),
                                            and (ii) six and one quarter (6.25%) percent of the remaining Ordinary Shares covered by
                                            the option shall vest at the end of each subsequent three (3) month period thereafter over
                                            the course of the subsequent three (3) years; provided, that, Executive remains continuously
                                            employed by Company from the Equity Grant Date through each applicable and subsequent vesting
                                            date. The Equity Grant shall be subject to accelerated vesting upon a Change of Control of
                                            Company and such other accelerated vesting as provided in this Agreement or the Plan (and
                                            any award agreement evidencing such grant, to the extent such award agreement contains more
                                            preferential terms). In the event of Executive’s termination of employment for any
                                            reason other than cause, Executive shall retain her right to any vested shares (after taking
                                            into account any accelerated vesting) and any portion of the Equity Grant that is not yet
                                            vested (after taking into account such accelerated vesting) shall automatically be immediately
                                            forfeited to Company, without the payment of any consideration to Executive. In addition,
                                            Executive shall be entitled to receive additional equity or equity-based awards, including
                                            stock options, as determined by the Board (or the Compensation Committee of the Board) in
                                            its sole discretion. For the purposes of this Agreement, “Ordinary Shares”
                                            means the restricted ordinary shares under Parent’s 2015 Share Incentive Plan (or
                                            any successor or other equity plan then maintained by Parent) (the “Plan”),
                                            par value NIS 0.01 each.



 



		 	142
                                            W 57th St, New York, NY, USA



 






     


     


    

 





 


Your
signature below shall constitute your binding agreement to the amendments set forth above in respect of your Employment Agreement. Except
as otherwise provided in this letter agreement, the terms of your Employment Agreement shall remain in full force and effect.


 


Very
truly yours,


 


NUVO-GROUP
USA, INC.


 





	By:	/s/
  Oren Oz	 
	Oren
  Oz, CEO	 



 


ACKNOWLEDGED
AND AGREED

AS OF THE DATE SET FORTH ABOVE:


 


	/s/
  Debra Bass	 
	Debra Bass	 


 


		 	142
                                            W 57th St, New York, NY, USA