Exhibit
10.1


 


FIRST
AMENDMENT TO


EMPLOYMENT
AGREEMENT


 


This
First Amendment (this “Amendment”) to the Employment Agreement entered into as of March 31, 2018 (the “Agreement”)
by and between Microbot Medical Ltd., an Israeli corporation number 514519412 (the “Employer”), and Simon Sharon,
Israeli ID No. 027037753 of 15 Zur Street, Maayan Zvi, 30805, Israel (the “Employee”), is made as of the 19th
day of April, 2021, by and between the Company and the Employee (capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to those terms in the Agreement).


 


RECITALS


 


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


 


WHEREAS,
the Company and the Employee desire to amend the Agreement as more particularly set forth herein; and


 


WHEREAS,
Section 10 of the Agreement provides, among other things, that no provision of the Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in wiring and signed by the Employee and the Employer.


 


NOW,
THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties hereto agree as follows:


 


1.
Amendments to Agreement. As of the date of this Amendment or as otherwise determined by the Employer and the Employee in
writing as to a prior date:


 


(a)
The definitions of “CTO” and “Position” shall be deemed to include the position of General Manager of
the Employer.


 


(b)
The Salary pursuant to Section 2(a) shall be increased in the aggregate to NIS 72,000 per month, and allocated as between Base
Salary and Overtime Payment as the Employer shall determine consistent with applicable law.


 


(c)
Section 3(a)(viii) is hereby amended by adding the following to the end thereof:


 


“In
furtherance of the foregoing, for each calendar year during the term of this Agreement, Employee shall be eligible to receive
a bonus (the “Target Bonus”) of up to a maximum amount of thirty five percent (35%) of his Salary for performance
at the maximum level; provided, however, that Employee must be employed in the Position as of December 31st of the year to which
the Target Bonus relates in order to be paid the Target Bonus. The calculation of the Target Bonus shall be based upon corporate
performance factors established and assessed by the Compensation Committee of the Employer’s parent company that will take
into account the performance of Employee based on the achievement of Employee’s objectives agreed to with such Compensation
Committee for a particular year.”


 




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(d)
Promptly after the date of this Amendment, the Employee shall be paid a one-time special bonus of NIS 60,000.


 


2.
Miscellaneous.


 


(a)
Except as expressly set forth in this Amendment, the Agreement shall remain in full force and effect.


 


(b)
The headings of the sections of this Amendment have been inserted for convenience of reference only and shall not be deemed to
be a part of this Amendment.


 


(c)
This Amendment, together with the Agreement, contain the entire agreement between the Company and the Employee with respect to
the subject matter hereof and thereof and supersede all prior and contemporaneous agreements and understandings with respect thereto.


 


(d)
This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original instrument, but
all such counterparts together shall constitute but one agreement. Fax and electronic signatures shall be deemed originals for
all purposes hereof.


 


(e)
This Amendment shall be governed by, and construed in accordance with, the laws of the State of Israel.


 


[Remainder
Of This Page Intentionally Left Blank; Signature Page Follows]


 




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IN
WITNESS WHEREOF, the undersigned have executed and delivered this Amendment as of the day and year first written above.


 


	 	COMPANY:
	 	 	 
	 	Microbot
    Medical Ltd.
	 	 	 
	 	By:	/s/ Harel
    Gadot
	 	Name: 	Harel
    Gadot
	 	Title:	President,
    CEO and Chairman


 


	 	EMPLOYEE:
	 	
	 	/s/ Simon
    Sharon
	 	Simon
    Sharon


 


[SIGNATURE
PAGE TO AMENDMENT]


 




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