Exhibit 10.9


 


 


 


 


 


COMPENSATION
POLICY


 


 


 


 


 


NUVO
GROUP LTD. 


 


Compensation
Policy for Executive Officers and Directors


 


(As
Adopted on November 2021)


 


 


 


 


 






     


     


    

 


A.
Overview and Objectives


 


		1.	Introduction



 


This
document sets forth the Compensation Policy for Executive Officers and Directors (this “Compensation
Policy” or “Policy”)
of Nuvo Group Ltd. (“Nuvo” or the “Company”),
in accordance with the requirements of the Companies Law, 5759-1999 and the regulations promulgated thereunder (the “Companies
Law”).


 


Compensation
is a key component of Nuvo’s overall human capital strategy to attract, retain, reward,
and motivate highly skilled individuals that will enhance Nuvo’s value and otherwise assist
Nuvo to reach its business and financial long-term goals. Accordingly, the structure of this
Policy is established to tie the compensation of each officer to Nuvo’s goals and performance.


 


For
purposes of this Policy, “Executive Officers” shall mean “Office Holders” as such term is defined in Section
1 of the Companies Law, excluding, unless otherwise expressly indicated herein, Nuvo’s
directors.


 


This
policy is subject to applicable law and is not intended, and should not be interpreted as limiting or derogating from, provisions of
applicable law to the extent not permitted.


 


This
Policy shall apply to compensation agreements and arrangements which will be approved after the date on which this Policy is adopted
and shall serve as Nuvo’s Compensation Policy for five (5) years, commencing as of its
adoption, unless amended earlier.


 


The
Compensation Committee and the Board of Directors of Nuvo (the “Compensation Committee”
and the “Board”, respectively) shall review and reassess the adequacy of this Policy from time to time, as required
by the Companies Law.


 


		2.	Objectives
                                            



 


Nuvo’s
objectives and goals in setting this Policy are to attract, motivate and retain experienced and talented leaders who will contribute
to Nuvo’s success and enhance shareholder value, while demonstrating professionalism in
an achievement-oriented and merit-based culture that rewards long-term excellence, and embedding and modeling Nuvo’s
core values as part of a motivated behavior. To that end, this Policy is designed, among other things:


 


		2.1.	To
                                            closely align the interests of the Executive Officers with those of Nuvo’s
                                            shareholders in order to enhance shareholder value;



 


		2.2.	To
                                            align a significant portion of the Executive Officers’ compensation with Nuvo’s
                                            short and long-term goals and performance;



 


		2.3.	To
                                            provide the Executive Officers with a structured compensation package, including competitive
                                            salaries, performance-motivating cash and equity incentive programs and benefits, and to
                                            be able to present to each Executive Officer an opportunity to advance in a growing organization;



 


		2.4.	To
                                            strengthen the retention and the motivation of Executive Officers in the long-term;



 


		2.5.	To
                                            provide appropriate awards in order to incentivize superior individual excellence and corporate
                                            performance; and



 


		2.6.	To
                                            maintain consistency in the way Executive Officers are compensated.



 


		3.	Compensation
                                            Instruments



 


Compensation
instruments under this Policy may include the following:


 


		3.1.	Base
                                            salary;



 






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		3.2.	Benefits;



 


		3.3.	Cash
                                            bonuses;



 


		3.4.	Equity
                                            based compensation;



 


		3.5.	Change
                                            of control provisions; and



 


		3.6.	Retirement
                                            and termination terms.



 


		4.	Overall
                                            Compensation - Ratio Between Fixed and Variable Compensation



 


		4.1.	This
                                            Policy aims to balance the mix of “Fixed Compensation” (comprised of base salary
                                            and benefits) and “Variable Compensation” (comprised of cash bonuses and equity-based
                                            compensation) in order to, among other things, appropriately incentivize Executive Officers
                                            to meet Nuvo’s short and long-term goals while
                                            taking into consideration the Company’s need to manage a variety of business risks.



 


		4.2.	The
                                            total annual target bonus and equity-based compensation per vesting annum (based on the fair
                                            market value at the time of grant calculated on a linear basis) of each Executive Officer
                                            shall not exceed 95% of such Executive Officer’s total compensation package for such
                                            year.



 


		5.	Inter-Company
                                            Compensation Ratio



 


		5.1.	In
                                            the process of drafting this Policy, Nuvo’s
                                            Board and Compensation Committee have examined the ratio between employer cost associated
                                            with the engagement of the Executive Officers, including directors, and the average and median
                                            employer cost associated with the engagement of Nuvo’s
                                            other employees (including contractor employees as defined in the Companies Law) (the “Ratio”).



 


		5.2.	The
                                            possible ramifications of the Ratio on the daily working environment in Nuvo
                                            were examined and will continue to be examined by Nuvo
                                            from time to time in order to ensure that levels of executive compensation, as compared
                                            to the overall workforce will not have a negative impact on work relations in Nuvo.



 


B.
Base Salary and Benefits


 


		6.	Base
                                            Salary



 


		6.1.	A
                                            base salary provides stable compensation to Executive Officers and allows Nuvo
                                            to attract and retain competent executive talent and maintain a stable management
                                            team. The base salary varies among Executive Officers, and is individually determined according
                                            to the educational background, prior vocational experience, qualifications, corporate
                                            role, business responsibilities and past performance of each Executive Officer.



 


		6.2.	Since
                                            a competitive base salary is essential to Nuvo’s
                                            ability to attract and retain highly skilled professionals, Nuvo
                                            will seek to establish a base salary that is competitive with base salaries paid to
                                            Executive Officers in a peer group of other companies operating in technology sectors that
                                            are as much as possible similar in their characteristics to Nuvo,
                                            the list of which shall be reviewed and approved by the Compensation Committee. To that end,
                                            Nuvo shall utilize comparative market data and practices
                                            as a reference, including a survey comparing and analyzing the level of the overall compensation
                                            package offered to an Executive Officer of the Company with compensation packages for persons
                                            serving in similar positions (to that of the relevant officer) in the peer group. Such compensation
                                            survey may be conducted internally or through an external independent consultant.



 






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		6.3.	The
                                            Compensation Committee and the Board may periodically consider and approve base salary adjustments
                                            for Executive Officers. The main considerations for salary adjustment will be similar to
                                            those used in initially determining the base salary, but may also include change of role
                                            or responsibilities, recognition for professional achievements, regulatory or contractual
                                            requirements, budgetary constraints or market trends. The Compensation Committee and the
                                            Board will also consider the previous and existing compensation arrangements of the Executive
                                            Officer whose base salary is being considered for adjustment. Any limitation herein based
                                            on the annual base salary shall be calculated based on the monthly base salary applicable
                                            at the time of consideration of the respective grant or benefit.



 


		7.	Benefits



 


		7.1.	The
                                            following benefits may be granted to the Executive Officers in order, among other things,
                                            to comply with legal requirements:



 


		7.1.1.	Vacation
                                            days in accordance with market practice;



 


		7.1.2.	Sick
                                            days in accordance with market practice;



 


		7.1.3.	Convalescence
                                            pay according to applicable law;



 


		7.1.4.	Monthly
                                            remuneration for a study fund, as allowed by applicable law and with reference to Nuvo’s
                                            practice and the practice in peer group companies (including contributions on bonus payments);



 


		7.1.5.	Nuvo
                                            shall contribute
                                            on behalf of the Executive Officer to an insurance policy or a pension fund, as allowed by
                                            applicable law and with reference to Nuvo’s
                                            policies and procedures and the practice in peer group companies (including contributions
                                            on bonus payments); and



 


		7.1.6.	Nuvo
                                            shall contribute
                                            on behalf of the Executive Officer towards work disability insurance, as allowed by applicable
                                            law and with reference to Nuvo’s policies
                                            and procedures and to the practice in peer group companies.



 


		7.2.	Non-Israeli
                                            Executive Officers may receive other similar, comparable or customary benefits as applicable
                                            in the relevant jurisdiction in which they are employed. Such customary benefits shall be
                                            determined based on the methods described in Section ‎6.2 of this Policy (with the necessary
                                            changes and adjustments).



 


		7.3.	In
                                            the events of relocation and/or repatriation of an Executive Officer to another geography,
                                            such Executive Officer may receive other similar, comparable or customary benefits as applicable
                                            in the relevant jurisdiction in which he or she is employed or additional payments to reflect
                                            adjustments in the cost of living. Such benefits may include reimbursement for out-of-pocket
                                            one-time payments and other ongoing expenses, such as a housing allowance, a car allowance,
                                            home leave visit, etc.



 


		7.4.	Nuvo
                                            may offer
                                            additional benefits to its Executive Officers, which will be comparable to customary market
                                            practices, such as, but not limited to: cellular and land line phone benefits, company car
                                            and travel benefits, reimbursement of business travel including a daily stipend when traveling
                                            and other business related expenses, insurances, other benefits (such
                                            as newspaper subscriptions, academic and professional studies), etc., provided, however,
                                            that such additional benefits shall be determined in accordance with Nuvo’s
                                            policies and procedures.



 


C.
Cash Bonuses


 


		8.	Annual
                                            Cash Bonuses - The Objective



 


		8.1.	Compensation
                                            in the form of an annual cash bonus is an important element in aligning the Executive Officers’
                                            compensation with Nuvo’s objectives and business
                                            goals. Therefore, annual cash bonuses will reflect a pay-for-performance element, with payout
                                            eligibility and levels determined based on actual financial and operational results, in addition
                                            to other factors the Compensation Committee may determine, including individual performance.



 






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		8.2.	An
                                            annual cash bonus may be awarded to Executive Officers upon the attainment of pre-set periodical
                                            objectives and individual targets determined by the Compensation Committee (and, if required
                                            by law, by the Board) for each fiscal year, or in connection with such officer’s engagement,
                                            in case of newly hired Executive Officers, taking into account Nuvo’s
                                            short and long-term goals, as well as its compliance and risk management policies. The Compensation
                                            Committee and the Board shall also determine applicable minimum thresholds that must be met
                                            for entitlement to the annual cash bonus (all or any portion thereof) and the formula for
                                            calculating any annual cash bonus payout, with respect to each fiscal year, for each Executive
                                            Officer. In special circumstances, as determined by the Compensation Committee and the Board
                                            (e.g., regulatory changes, significant changes in Nuvo’s
                                            business environment, a significant organizational change, significant merger and acquisition
                                            events, etc.), the Compensation Committee and the Board may modify the objectives and/or
                                            their relative weight during the fiscal year, or may modify payouts following the conclusion
                                            of the year.



 


		8.3.	In
                                            the event that the employment of an Executive Officer is terminated prior to the end of a
                                            fiscal year, the Company may (but shall not be obligated to) pay such Executive Officer an
                                            annual cash bonus (which may or may not be pro-rated) assuming the Executive Officer is otherwise
                                            entitled to an annual cash bonus.



 


		8.4.	The
                                            actual annual cash bonus to be paid to Executive Officers shall be approved by the Compensation
                                            Committee and the Board.



 


		9.	Annual
                                            Cash Bonuses - The Formula



 


Executive
Officers other than the CEO


 


		9.1.	The
                                            performance objectives for the annual cash bonus of Nuvo’s
                                            Executive Officers, other than the chief executive officer (the “CEO”),
                                            may be approved by Nuvo’s CEO (in lieu of
                                            the Compensation Committee) and may be based on company, division/ departmental/business
                                            unit and individual objectives. Measurable performance objectives, which include the objectives
                                            and the weight to be assigned to each achievement in the overall evaluation, which will be
                                            based on actual financial and operational results, such as (by way of example and not by
                                            way of limitation) revenues, operating income and cash flows and may further include, divisional
                                            or personal objectives which may include operational objectives, such as (by way of example
                                            and not by way of limitation) market share, initiation of new markets and operational efficiency,
                                            customer focused objectives, project milestones objectives and investment in human capital
                                            objectives, such as (by way of example and not by way of limitation) employee satisfaction,
                                            employee retention and employee training and leadership programs. The Company may also grant
                                            annual cash bonuses to Nuvo’s Executive Officers,
                                            other than the CEO, on a discretionary basis.



 


		9.2.	The
                                            target annual cash bonus that an Executive Officer, other than the CEO, will be entitled
                                            to receive for any given fiscal year, will not exceed 100 % of such Executive Officer’s
                                            annual base salary.



 


		9.3.	The
                                            maximum annual cash bonus, including for overachievement performance, that an Executive Officer,
                                            other than the CEO, will be entitled to receive for any given fiscal year, will not exceed
                                            200 % of such Executive Officer’s annual base salary.



 


CEO


 


		9.4.	The
                                            annual cash bonus of Nuvo’s CEO will be mainly
                                            based on measurable performance objectives and subject to minimum thresholds as provided
                                            in Section 8.2 above. Such measurable performance objectives will be determined annually
                                            by Nuvo’s Compensation Committee (and, if
                                            required by law, by Nuvo’s Board) and will
                                            be based on company and personal objectives. These measurable performance objectives, which
                                            include the objectives and the weight to be assigned to each achievement in the overall evaluation,
                                            will be based on overall company performance measures, which are based on actual financial
                                            and operational results, such as (by way of example and not by way of limitation) revenues,
                                            sales, operating income, cash flow or the Company’s annual operating plan and long-term
                                            plan.



 






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		9.5.	The
                                            less significant part of the annual cash bonus granted to Nuvo’s
                                            CEO, and in any event not more than 30 % of the annual cash bonus, may be based on a discretionary
                                            evaluation of the CEO’s overall performance by the Compensation Committee and the Board
                                            based on quantitative and qualitative criteria.



 


		9.6.	The
                                            target annual cash bonus that the CEO will be entitled to receive for any given fiscal year,
                                            will not exceed 100 % of his or her annual base salary.



 


		9.7.	The
                                            maximum annual cash bonus including for overachievement performance that the CEO will be
                                            entitled to receive for any given fiscal year, will not exceed 200 % of his or her annual
                                            base salary.



 


		10.	Other
                                            Bonuses



 


		10.1.	Special
                                            Bonus. Nuvo may grant its Executive Officers
                                            a special bonus as an award for special achievements (such as in connection with mergers
                                            and acquisitions, offerings, achieving target budget or business plan objectives under exceptional
                                            circumstances, or special recognition in case of retirement) or as a retention award at the
                                            CEO’s discretion for Executive Officers other than the CEO (and in the CEO’s
                                            case, at the Compensation Committee’s and the Board’s discretion), subject to
                                            any additional approval as may be required by the Companies Law (the “Special Bonus”).
                                            Any such Special Bonus will not exceed 200 % of the Executive Officer’s annual base
                                            salary. A Special Bonus can be paid, in whole or in part, in equity in lieu of cash and the
                                            value of any such equity component of a Special Bonus shall be determined in accordance with
                                            Section ‎13.3 below.



 


		10.2.	Signing
                                            Bonus. Nuvo may grant a newly recruited Executive
                                            Officer a signing bonus. Any such signing bonus shall be granted and determined at the CEO’s
                                            discretion for Executive Officers other than the CEO (and in the CEO’s case, at the
                                            Compensation Committee’s and the Board’s discretion), subject to any additional
                                            approval as may be required by the Companies Law (the “Signing Bonus”).
                                            Any such Signing Bonus will not exceed 100 % of the Executive Officer’s annual base
                                            salary. 



 


		10.3.	Relocation/
                                            Repatriation Bonus. Nuvo may grant its Executive
                                            Officers a special bonus in the event of relocation or repatriation of an Executive Officer
                                            to another geography (the “Relocation Bonus”). Any such Relocation bonus
                                            will include customary benefits associated with such relocation and its monetary value will
                                            not exceed 100 % of the Executive Officer’s annual base salary.



 


		11.	Compensation
                                            Recovery (“Clawback”)



 


		11.1.	In
                                            the event of an accounting restatement, Nuvo shall
                                            be entitled to recover from its Executive Officers the bonus compensation or performance-based
                                            equity compensation in the amount in which such compensation exceeded what would have been
                                            paid based on the financial statements, as restated, provided that a claim is made by Nuvo
                                            prior to the second anniversary following the filing of such restated financial statements.



 


		11.2.	Notwithstanding
                                            the aforesaid, the compensation recovery will not be triggered in the following events:



 


		11.2.1.	The
                                            financial restatement is required due to changes in the applicable financial reporting standards;
                                            or



 


		11.2.2.	The
                                            Compensation Committee has determined that Clawback proceedings in the specific case would
                                            be impossible, impractical, or not commercially or legally efficient.



 


		11.3.	Nothing
                                            in this Section ‎11 derogates from any other “Clawback” or similar provisions
                                            regarding disgorging of profits imposed on Executive Officers by virtue of applicable securities
                                            laws or a separate contractual obligation.



 






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D.
Equity Based Compensation


 


		12.	The
                                            Objective



 


		12.1.	The
                                            equity-based compensation for Nuvo’s Executive
                                            Officers will be designed in a manner consistent with the underlying objectives of the Company
                                            in determining the base salary and the annual cash bonus, with its main objectives being
                                            to enhance the alignment between the Executive Officers’ interests with the long-term
                                            interests of Nuvo and its shareholders, and to strengthen
                                            the retention and the motivation of Executive Officers in the long term. In addition, since
                                            equity-based awards are structured to vest over several years, their incentive value to recipients
                                            is aligned with longer-term strategic plans.



 


		12.2.	The
                                            equity-based compensation offered by Nuvo is intended
                                            to be in the form of share options and/or other equity-based awards, such as restricted shares,
                                            RSUs or performance stock units, in accordance with the Company’s equity incentive
                                            plan in place as may be updated from time to time.



 


		12.3.	All
                                            equity-based incentives granted to Executive Officers (other than bonuses paid in equity
                                            in lieu of cash) shall normally be subject to vesting periods in order to promote long-term
                                            retention of the awarded Executive Officers. Unless determined otherwise in a specific award
                                            agreement or in a specific compensation plan approved by the Compensation Committee and the
                                            Board, grants to Executive Officers other than non-employee directors shall vest based on
                                            time, gradually over a period of at least 2-4 years, or based on performance. The exercise
                                            price of options shall be determined in accordance with Nuvo’s
                                            policies, the main terms of which shall be disclosed in the annual report of Nuvo.



 


		12.4.	All
                                            other terms of the equity awards shall be in accordance with Nuvo’s
                                            incentive plans and other related practices and policies. Accordingly, the Board may, following
                                            approval by the Compensation Committee, make modifications to such awards consistent with
                                            the terms of such incentive plans, subject to any additional approval as may be required
                                            by the Companies Law.



 


		13.	General
                                            Guidelines for the Grant of Awards



 


		13.1.	The
                                            equity-based compensation shall be granted from time to time and be individually determined
                                            and awarded according to the performance, educational background, prior business experience,
                                            qualifications, corporate role and the personal responsibilities of the Executive Officer.



 


		13.2.	In
                                            determining the equity-based compensation granted to each Executive Officer, the Compensation
                                            Committee and the Board shall consider the factors specified in Section 13.1 above, and in
                                            any event, the total fair market value
                                            of an annual equity-based compensation award at the time of grant (not including bonuses
                                            paid in equity in lieu of cash) shall not exceed: (i) with respect to the CEO - the higher
                                            of (w) 300% of his or her annual base salary or (x) 0.5% of the Company’s fair market
                                            value at the time of approval of the grant by the Board; and (ii) with respect to each
                                            of the other Executive Officers - the higher of (y) 150% of his or her annual base salary
                                            or (z) 0.25% of the Company’s fair market value at the time of approval of the grant
                                            by the Board. 



 


		13.3.	The
                                            fair market value of the equity-based compensation for the Executive Officers will be determined
                                            by multiplying the number of shares underlying the grant by the market price of Nuvo’s
                                            ordinary shares on or around the time of the grant or according to other acceptable valuation
                                            practices at the time of grant, in each case, as determined by the Compensation Committee
                                            and the Board.



 






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E.
Retirement and Termination of Service Arrangements


 


		14.	Advanced
                                            Notice Period



 


Nuvo
may provide an Executive Officer, on the basis of his/her
seniority in the Company, his/her contribution to the Company’s goals and achievements and the circumstances of his/her retirement
prior notice of termination of up to twelve (12) months in the case of the CEO and six (6) months in the case of other Executive Officers,
during which the Executive Officer may be entitled to all of the compensation elements, and to the continuation of vesting of his/her
equity-based compensation. Such advance notice may or may not be provided in addition to severance, provided, however, that the Compensation
Committee shall take into consideration the Executive Officer’s entitlement to advance notice in establishing any entitlement to
severance and vice versa. 


 


		15.	Adjustment
                                            Period



 


Nuvo
may provide an additional adjustment period of up to
six (6) months to the CEO or to any other Executive Officer according to his/her seniority in the Company, his/her contribution to the
Company’s goals and achievements and the circumstances of retirement, during which the Executive Officer may be entitled to all
of the compensation elements, and to the continuation of vesting of his/her equity-based compensation. 


 


		16.	Additional
                                            Retirement and Termination Benefits



 


Nuvo
may provide additional retirement and terminations benefits
and payments as may be required by applicable law (e.g., mandatory severance pay under Israeli labor laws), or which will be comparable
to customary market practices.


 


		17.	Non-Compete
                                            Grant



 


Upon
termination of employment and subject to applicable law, Nuvo may grant to its Executive Officers
a non-compete grant as an incentive to refrain from competing with Nuvo for a defined period
of time. The terms and conditions of the non-compete grant shall be decided by the Board and shall not exceed such Executive Officer’s
monthly base salary multiplied by twelve (12). The Board shall consider the existing entitlements of the Executive Officer in connection
with the consideration of any non-compete grant. 


 


	18.	Limitation
                                            Retirement and Termination of Service Arrangements



 


The
total non-statutory payments under Section 14-17 above for a given Executive Officer shall not exceed the Executive Officer’s monthly
base salary multiplied by twenty-four (24). The limitation under this Section 18 does not apply to benefits and payments provided under
other chapters of this Policy.


 


F.
Exculpation, Indemnification and Insurance


 


		19.	Exculpation



 


Each
and every Director and Executive Officer may be exempted in advance for all or any of his/her liability for damage in consequence of
a breach of the duty of care, to the fullest extent permitted by applicable law.


 


		20.	Insurance
                                            and Indemnification



 


		20.1.	Nuvo
                                            may indemnify
                                            its directors and Executive Officers to the fullest extent permitted by applicable law, for
                                            any liability and expense that may be imposed on the director or the Executive Officer, as
                                            provided in the indemnity agreement between such individuals and Nuvo
                                            all subject to applicable law and the Company’s articles of association.



 






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		20.2.	Nuvo
                                            will provide
                                            directors’ and officers’ liability insurance (the “Insurance Policy”)
                                            for its directors and Executive Officers as follows:



 


		20.2.1.	The
                                            limit of liability of the insurer shall not exceed the greater of $100 million or 50% of
                                            the Company’s shareholders equity based on the most recent financial statements of
                                            the Company at the time of approval of the Insurance Policy by the Compensation Committee;
                                            and



 


		20.2.2.	The
                                            Insurance Policy, as well as the limit of liability and the premium for each extension or
                                            renewal shall be approved by the Compensation Committee (and, if required by law, by the
                                            Board) which shall determine that the sums are reasonable considering Nuvo’s
                                            exposures, the scope of coverage and the market conditions and that the Insurance Policy
                                            reflects the current market conditions and that it shall not materially affect the Company’s
                                            profitability, assets or liabilities. 



 


		20.3.	Upon
                                            circumstances to be approved by the Compensation Committee (and, if required by law, by the
                                            Board), Nuvo shall be entitled to enter into a “run
                                            off” Insurance Policy (the “Run-Off Policy”) of up to seven (7)
                                            years, with the same insurer or any other insurance, as follows:



 


		20.3.1.	The
                                            limit of liability of the insurer shall not exceed the greater of $100 million or 50% of
                                            the Company’s shareholders equity based on the most recent financial statements of
                                            the Company at the time of approval by the Compensation Committee; and



 


		20.3.2.	The
                                            Run-Off Policy, as well as the limit of liability and the premium for each extension or renewal
                                            shall be approved by the Compensation Committee (and, if required by law, by the Board) which
                                            shall determine that the sums are reasonable considering the Company’s exposures covered
                                            under such policy, the scope of coverage and the market conditions and that the Run-Off Policy
                                            reflects the current market conditions and that it shall not materially affect the Company’s
                                            profitability, assets or liabilities.



 


		20.4.	Nuvo
                                            may extend
                                            an Insurance Policy in effect to include coverage for liability pursuant to a future public
                                            offering of securities as follows:



 


		20.4.1.	The
                                            Insurance Policy, as well as the additional premium shall be approved by the Compensation
                                            Committee (and if required by law, by the Board) which shall determine that the sums are
                                            reasonable considering the exposures pursuant to such public offering of securities, the
                                            scope of coverage and the market conditions and that the Insurance Policy reflects the current
                                            market conditions, and that it does not materially affect the Company’s profitability,
                                            assets or liabilities.



 


G.
Arrangements upon Change of Control


 


		21.	The
                                            following benefits may be granted to the Executive Officers (in addition to,
                                            or in lieu of, the benefits applicable in the case of any retirement or termination of service) upon or
                                            in connection with a “Change of Control” or, where applicable, in the
                                            event of a Change of Control following which the employment of the Executive Officer
                                            is terminated or adversely adjusted in a material way: 



 


		21.1.	Acceleration
                                            of vesting of outstanding options or other equity-based awards;



 


		21.2.	Extension
                                            of the exercise period of equity-based grants for Nuvo’s
                                            Executive Officers for a period of up to one (1) year, following the date of termination
                                            of employment; and



 


		21.3.	Up
                                            to an additional six (6) months of continued base salary and benefits following the date
                                            of termination of employment (the “Additional Adjustment Period”). For
                                            avoidance of doubt, such additional Adjustment Period may be in addition to the advance notice
                                            and adjustment periods pursuant to Sections 14 and ‎15 of this Policy, but subject to
                                            the limitation set forth in Section 18 of this Policy.



 


		21.4.	A
                                            cash bonus not to exceed 200% of the Executive Officer’s annual base salary in case
                                            of an Executive Officer other than the CEO and 250% in case of the CEO.



 






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H.
Board of Directors Compensation


 


		22.	All
                                            Nuvo’s non-employee Board members may be entitled
                                            to an annual cash fee retainer of up to $80,000 (and up to $160,000 for the chairperson of
                                            Nuvo’s Board), an annual committee membership
                                            fee retainer of up to $20,000, and an annual committee chairperson cash fee retainer of up
                                            to $40,000 (it is being clarified that the payment for the chairpersons would be in lieu
                                            of (and not in addition) to the payments referenced above for committee membership). In addition,
                                            all non-employee Board members that reside outside of Israel may be entitled to a supplemental
                                            annual retainer of up to $40,000 (it being clarified that this payment shall be made to such
                                            non-employee Board members in addition to the foregoing payments discussed in this Section
                                            22).



 


		23.	The
                                            compensation of the Company’s external directors, if any are required and elected,
                                            shall be in accordance with the Companies Regulations (Rules Regarding the Compensation and
                                            Expenses of an External Director), 5760-2000, as amended by the Companies Regulations (Relief
                                            for Public Companies Traded in Stock Exchange Outside of Israel), 5760-2000, as such regulations
                                            may be amended from time to time.



 


		24.	Notwithstanding
                                            the provisions of Section 22 above, in special circumstances, such as in the case of a professional
                                            director, an expert director or a director who makes a unique contribution to the Company,
                                            such director’s compensation may be different than the compensation of all other directors
                                            and may be greater than the maximum amount allowed under Section 22.



 


		25.	Each
                                            non-employee member of Nuvo’s Board may be
                                            granted equity-based compensation. The total fair market value of a “welcome”
                                            or an annual equity-based compensation at the time of grant shall not exceed the higher of
                                            (i) $320,000 or (x) 0.1375% of the Company’s fair market value at the time of approval
                                            of the grant by the Board.



 


		26.	All
                                            other terms of the equity awards shall be in accordance with Nuvo’s
                                            incentive plans and other related practices and policies. Accordingly, the Board may, following
                                            approval by the Compensation Committee, make modifications to such awards consistent with
                                            the terms of such incentive plans, subject to any additional approval as may be required
                                            by the Companies Law.



 


		27.	In
                                            addition, members of Nuvo’s Board may be entitled
                                            to reimbursement of expenses in connection with the performance of their duties.



 


		28.	The
                                            compensation (and limitations) stated under Section H will not apply to directors who serve
                                            as Executive Officers.



 


I.
Miscellaneous


 


		29.	Nothing
                                            in this Policy shall be deemed to grant to any of Nuvo’s
                                            Executive Officers, employees, directors, or any third party any right or privilege in connection
                                            with their employment by or service to the Company, nor deemed to require Nuvo
                                            to provide any compensation or benefits to any person. Such rights and privileges
                                            shall be governed by applicable personal employment agreements or other separate compensation
                                            arrangements entered into between Nuvo and the recipient
                                            of such compensation or benefits. The Board may determine that none or only part of the payments,
                                            benefits and perquisites detailed in this Policy shall be granted, and is authorized to cancel
                                            or suspend a compensation package or any part of it.



 


		30.	An
                                            Immaterial Change in the Terms of Employment of an Executive Officer other than the CEO may
                                            be approved by the CEO, provided that the amended terms of employment are in accordance with
                                            this Policy. An “Immaterial Change in the Terms of Employment” means a change
                                            in the terms of employment of an Executive Officer with an annual total cost to the Company
                                            not exceeding an amount equal to two (2) monthly base salaries of such employee.



 






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		31.	In
                                            the event that new regulations or law amendment in connection with Executive Officers’
                                            and directors’ compensation will be enacted following the adoption of this Policy,
                                            Nuvo may follow such new regulations or law amendments,
                                            even if such new regulations are in contradiction to the compensation terms set forth herein.



 


 


*********************


 


This
Policy is designed solely for the benefit of Nuvo and none of the provisions thereof are intended
to provide any rights or remedies to any person other than Nuvo.


 






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