Exhibit 10.3


 


NUVO GROUP LTD.


 


AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT


 


Executed on this June
18, 2019


 


THIS AMENDMENT
NO. 1 (the “Amendment”) to the Employment Agreement dated May 4, 2017 (the “Employment Agreement”)
by and between Nuvo Group Ltd., with offices at 94 Yigal Alon St., Tel Aviv-Yafo, Israel, 6789139 (the “Company”)
and Oren Oz, I.D. No 03-827060-9 residing at Emek Zvulun 10, Modiin, Israel; email: oren@nuvo-group.com (the “Manager”).


 


R E C I T A L S


 


WHEREAS, the Company and the
Employee are parties to the Employment Agreement; and


 


WHEREAS, the Company and
the Employee wish to amend the Employment Agreement to reflect such understandings and other amendments as set forth herein;


 


NOW THEREFORE, in consideration
of the premises and mutual agreements hereinafter contained, the Parties agree as follows:


 


		1.	Except as provided explicitly herein, all other provisions
of the Employment Agreement shall continue to be in full force and effect, mutatis mutandis. All capitalized terms used in this
Amendment and not defined herein shall have the meanings given to them in the Employment Agreement. In the event of any inconsistency
between the provisions of this Amendment and the provisions of the Employment Agreement, this Amendment shall prevail.



 


		2.	Pension Arrangements. Section 13 of the “Terms
of Employment and Compensation” (Appendix A to the Employment Agreement) shall be deleted and replaced in its entirety with the
following:



 


“13. Study Fund
(“Keren Hishtalmut”) - The Company and the Manager shall maintain a ‘Keren Hishtalmut’ Fund (the “Keren
Hishtalmut Fund”). The Company shall contribute to such Keren Hishtalmut Fund an amount equal to 71⁄2% of the Salary,
and Executive shall contribute to the Keren Hishtalmut Fund an amount equal to 21⁄2% of the Salary. The Manager hereby instructs the Company
to transfer to such Keren Hishtalmut Fund the amount of Executive’s contribution from each Salary.


 


In the event that payments to
the Keren Hishtalmut Fund exceed the maximum amounts prescribed by the Income Tax Ordinance, then any amounts exceeding such maximum shall
be recognized as ordinary income for Tax purposes on the date of contribution to such Keren Hishtalmut Fund.”


 


		3.	Annex 1 to Appendix A to the CEO Agreement (the Bonus Matrix) will be replaced in
its entirety by the Annex 1 attached hereto.



 


		4.	This Amendment is effective as of the Effective Date of the Employment Agreement.



 


		5.	This Amendment supersedes all prior agreements, written or oral, between the Parties
relating to the subject matter of this Amendment. This Amendment may be executed in two or more counterparts, each of which shall constitute
an original and all of which shall be deemed a single agreement.



 






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		6.	The Employee hereby represents and confirms that he has read this Amendment, and
that he received any and all clarifications and explanations he requested, understand its contents, meaning and consequences, and is executing
this Amendment of his own free and un-coerced will.



 


[Signature page follows]


 




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IN WITNESS WHEREOF, the Parties
have caused this Amendment to be duly executed and delivered on and as of the date first written above.


 


	COMPANY:	 	MANAGER:
	 	 	 
	Nuvo Group Ltd.	 	Oren Oz
	 	 	 	 	 
	By:	/s/ Laurence C. Klein	 	Signature:	/s/ Oren Oz
	Name:	Laurence C. Klein	 		 
	Title:	Chairman	 	 	 


 


[Signature Page- Nuvo Group Ltd. - Amendment to Employment
Agreement (Oren Oz)]


 




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Annex 1


 


Bonus Matrix


 


PPS Growth Performance Based


 


	Company Value* 
Min	 	 	Max	 	 	Options Granted	 	 	Accumulative; Aggregation	 	 	Exercise Value	 
	 	22,500,000	 	 	 	25,000,000	 	 	 	25,000	 	 	 	25,000	 	 	 	0.01	 
	 	45,000,000	 	 	 	50,000,000	 	 	 	50,000	 	 	 	75,000	 	 	 	0.01	 
	 	90,000,000	 	 	 	100,000,000	 	 	 	75,000	 	 	 	150,000	 	 	 	0.01	 
	 	225,000,000	 	 	 	250,000,000	 	 	 	100,000	 	 	 	250,000	 	 	 	0.01	 
	 	450,000,000	 	 	 	500,000,000	 	 	 	150,000	 	 	 	400,000	 	 	 	0.01	 
	 	900,000,000	 	 	 	1,000,000,000	 	 	 	200,000	 	 	 	600,000	 	 	 	0.01	 



 


* To be calculated in US dollars


 


Additional Performance Based Bonus Terms


 


In addition to the terms set out in
Section 8 of Appendix A to this CEO Employment Agreement, the following shall apply:


 


In the event that one of the min/max
ranges herein is not achieved but a subsequent range is achieved, the Manager will receive a catch-up grant of options equal to the corresponding
accumulative aggregation options designated for such range. By way of example: if the Company misses the $45,000,000 - $50,000,000 range
(and as a result, the Manager is not given a grant of Options to purchase 50,000 ordinary shares in the Company), but achieves the $90,000,000
- $100,000,000 range, the Manager will receive a grant of options equal to such number that ensures the Manager will have been granted
Options to purchase 150,000 ordinary shares in the Company.


 






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