ISRAELI
      SHARE OPTION PLAN 

    
      
        

      

    

     

    IXI
      MOBILE, INC.

     

    THE
      2003 ISRAELI STOCK OPTION PLAN

    


    (*In
      compliance with Amendment No. 132 of the Israeli Tax Ordinance,
      2002)

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      ISRAELI
        SHARE OPTION PLAN

        

      

       

    

    TABLE
      OF CONTENTS

    
      

        
          	
                  1.
                    PURPOSE OF THE ISOP

                	
                  3

                
	 	 
	
                  2.
                    DEFINITIONS

                	
                  3

                
	 	 
	
                  3.
                    ADMINISTRATION OF THE ISOP

                	
                  6

                
	 	 
	
                  4.
                    DESIGNATION OF PARTICIPANTS

                	
                  7

                
	 	 
	
                  5.DESIGNATION
                    OF AWARDS PURSUANT TO SECTION 102

                	
                  8

                
	 	 
	
                  6.TRUSTEE

                	
                  8

                
	 	 
	
                  6A
                    RESTRICTED SHARES

                	9
	 	 
	
                  7.
                    SHARES RESERVED FOR THE ISOP

                	
                  10

                
	 	 
	
                  8.
                    PURCHASE PRICE

                	
                  10

                
	 	 
	
                  9.
                    ADJUSTMENTS

                	
                  11

                
	 	 
	
                  10.
                    TERM OF AWARDS AND EXERCISE OF OPTIONS

                	
                  12

                
	 	 
	
                  11.
                    VESTING OF AWARDS

                	
                  14

                
	 	 
	
                  12.
                    LIMITATIONS AFTER PURCHASE OF SHARES

                	
                  14

                
	 	 
	
                  13.
                    SHARES SUBJECT TO RIGHT OF FIRST REFUSAL

                	
                  15

                
	 	 
	
                  14.
                    PURCHASE FOR INVESTMENT

                	
                  16

                
	 	 
	
                  15.
                    DIVIDENDS

                	
                  16

                
	 	 
	
                  16.
                    RESTRICTIONS ON ASSIGNABILITY AND SALE OF AWARDS

                	
                  16

                
	 	 
	
                  17.
                    EFFECTIVE DATE AND DURATION OF THE ISOP

                	
                  17

                
	 	 
	
                  18.
                    AMENDMENTS OR TERMINATION

                	
                  17

                
	 	 
	
                  19.
                    GOVERNMENT REGULATIONS

                	
                  17

                
	 	 
	
                  20.
                    CONTINUANCE OF EMPLOYMENT

                	
                  18

                
	 	 
	
                  21.
                    GOVERNING LAW & JURISDICTION

                	
                  18

                
	 	 
	
                  22.
                    TAX CONSEQUENCES

                	
                  18

                
	 	 
	
                  23.
                    NON-EXCLUSIVITY OF THE ISOP

                	
                  19

                
	 	 
	
                  24.
                    MULTIPLE AGREEMENTS

                	
                  19

                


        

      

    

     

    
      
        
        

      

      
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      ISRAELI
        SHARE OPTION PLAN 
        
          

        

      

    

     

    
      This
        plan, as amended from time to time, shall be known as the IXI Mobile, Inc.
        2003
        Israeli Stock Option Plan (the “ISOP”).
        

       

      
        	1.	
                PURPOSE
                  OF THE ISOP

              


      

       

      The
        ISOP
        is intended to provide an incentive to retain, in the employ of the Company
        and its Affiliates (as defined below), persons of training, experience, and
        ability, to attract new employees, directors, consultants, service providers
        and
        any other entity which the Board shall decide their services are considered
        valuable to the Company, to encourage the sense of proprietorship of such
        persons, and to stimulate the active interest of such persons in the development
        and financial success of the Company by providing them with opportunities
        to
        purchase shares in the Company, pursuant to the ISOP. 

       

      
        	2.	
                DEFINITIONS

              


      

       

      For
        purposes of the ISOP and related documents, including the Award Agreement,
        the
        following definitions shall apply:

       

      
        	 	
                2.1
                  

              	
                “Affiliate”
                  means any “employing company” within the meaning of Section 102(a) of the
                  Ordinance.

              


      

      


      
        	 	
                2.2

              	
                “Approved
                  102 Award”
                  means an Award granted pursuant to Section 102(b) of the Ordinance.
                  

              


      

      


      
        	 	
                2.3

              	
                "Award"
                  means an Option or Restricted
                  Shares

              


      

      


      
        	 	
                2.4

              	
                "Award
                  Agreement"
                  means a written agreement between the Company and a Participant
                  setting
                  forth the terms under which Awards are granted to a
                  Participant.

              


      

      


      
        	 	
                2.5

              	
                “Board”
                  means
                  the Board of Directors of the
                  Company.

              


      

      


      
        	 	
                2.6

              	
                “Capital
                  Gain Award (CGA)”
                  means an Approved 102 Award elected and designated by the Company
                  to
                  qualify under the capital gain tax treatment in accordance with
                  the
                  provisions of Section 102(b)(2).

              


      

      


      
        	 	
                2.7

              	
                “Cause”
                  shall have the same meaning as set forth in the Company’s 2000 Second
                  Amended and Restated Stock Incentive Plan.


              


        	 	 	 


      

      
        	 	
                2.8

              	
                “Chairman”
                  means
                  the chairman of the Committee.

              


      

      


      
        	 	
                2.9

              	
                “Committee”
                  means
                  a share option compensation committee appointed by the Board, which
                  shall
                  consist of no fewer than two members of the
                  Board.

              


      

       

      
        
          
          

        

        
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        ISRAELI
          SHARE OPTION PLAN 
          
            

          

        

      

       

      
        	 	
                2.10

              	
                “Company”
                  means IXI Mobile, Inc., a Delaware corporation.


              


      

      


      
        	 	
                2.11

              	
                “Controlling
                  Shareholder”
                  shall have the meaning ascribed to it in Section 32(9) of the
                  Ordinance.

              


      

      


      
        	 	
                2.12

              	
                “Date
                  of Grant”
                  means, the date of grant of an Award, as determined by the Board
                  and set
                  forth in the Participant’s Award Agreement.


              


      

      


      
        	 	
                2.13

              	
                Employee”
                  means a person who is employed by the Company or its Affiliates,
                  including
                  an individual who is serving as a director or an office holder,
                  but
                  excluding Controlling Shareholder. 

              


      

      


      
        	
              	2.14	
                “Expiration
                  date”
                  means the date upon which an Option shall expire, as set forth
                  in Section
                  10.2 of the ISOP.  

              


      

      


      
        	 	
                2.15

              	
                “Fair
                  Market Value”
                  means as of any date, the value of a Share determined as follows:
                  

              


      

      


      (i)
        If
        the Shares are listed on any established stock exchange or a national market
        system, including without limitation the NASDAQ National Market system, or
        the
        NASDAQ SmallCap Market of the NASDAQ Stock Market, the Fair Market Value
        shall
        be the closing sales price for such Shares (or the closing bid, if no sales
        were
        reported), as quoted on such exchange or system for the last market trading
        day
        prior to time of determination, as reported in the Wall Street Journal, or
        such
        other source as the Board deems reliable. Without
        derogating from the above, solely for the purpose of determining the tax
        liability pursuant to Section 102(b)(3) of the Ordinance, if at the Date
        of
        Grant the Company’s shares are listed on any established stock exchange or a
        national market system or if the Company’s shares will be registered for trading
        within ninety (90) days following the Date of Grant, the Fair Market Value
        of a
        Share at the Date of Grant
        shall be determined in accordance with the average value of the Company’s shares
        on the thirty (30) trading days preceding the Date of Grant or on the thirty
        (30) trading days following the date of registration for trading, as the
        case
        may be;

       

      (ii)
        If
        the Shares are regularly quoted by a recognized securities dealer but selling
        prices are not reported, the Fair Market Value shall be the mean between
        the
        high bid and low asked prices for the Shares on the last market trading day
        prior to the day of determination, or; 

       

      (iii)
        In
        the absence of an established market for the Shares, the Fair Market Value
        thereof shall be determined in good faith by the Board. 

       

      
        	 	
                2.16

              	
                “IPO”
                  means the initial public offering of the Company’s Common
                  Stock.

              


      

      


      
        	 	
                2.175

              	
                “ISOP”
                  means this 2003 Israeli Stock Option
                  Plan.

              


      

      


      
        	 	
                2.18

              	
                “ITA”
                  means
                  the Israeli Tax Authorities.

              


      

       

      
        
          
          

        

        
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        ISRAELI
          SHARE OPTION PLAN 
          
            

          

           

        

      

      
        	 	
                2.19

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

              


      

       

      
        	 	
                2.20

              	
                “Ordinary
                  Income Award (OIA)”
                  means an Approved 102 Award elected and designated by the Company
                  to
                  qualify under the ordinary income tax treatment in accordance with
                  the
                  provisions of Section 102(b)(1).

              


      

      


      
        	 	
                2.21

              	
                “Option”
                  means an option to purchase one or more Shares of Common Stock
                  of the
                  Company pursuant to the ISOP.

              


      

      


      
        	 	
                2.22

              	
                “102
                  Award” means
                  any Award granted to Employees pursuant to Section 102 of the
                  Ordinance.

              


      

      


      
        	 	
                2.23

              	
                “3(i)
                  Award” means
                  an Award granted pursuant to Section 3(i) of the Ordinance to any
                  person
                  who is a Non- Employee. 

              


      

      


      
        	 	
                2.24

              	
                “Participant”
                  means a person who receives or holds an Option or Restricted Shares
                  under
                  the ISOP.

              


      

      


      
        	 	
                2.25

              	
                “Ordinance”
                  means
                  the Israeli Income Tax Ordinance [New Version] 1961 as now in effect
                  or as
                  hereafter amended. 

              


      

      


      
        	 	
                2.26

              	
                “Purchase
                  Price”
                  means the price for each Share subject to an Option.
                  

              


      

      


      
        	 	
                2.27

              	
                "Restricted
                  Shares"
                  means a grant of a Share subject to restrictions, to a Participant,
                  subject to the provisions of this Plan and the applicable Award
                  Agreement.

              


      

      


      
        	 	
                2.28

              	
                “Section
                  102” means
                  section 102 of the Ordinance as now in effect or as hereafter amended
                  and
                  regulations promulgated thereunder.

              


      

      


      
        	 	
                2.29

              	
                “Share”
                  means the Common Stock, $ 0.01 par value each, of the
                  Company.

              


      

      


      
        	 	
                2.30

              	
                “Successor
                  Company” means
                  any entity the Company is merged with or into or is acquired by,
                  in any
                  Transaction.

              


      

      


      
        	 	
                2.31

              	
                “Transaction”
                  means
                  (a) the consummation of the merger or acquisition of the Company
                  with,
                  into or by another entity, in which there is a Change of Control,
                  (ii) the
                  sale, transfer, or other disposition of all or substantially all
                  of the
                  Company’s assets or shares, (iii) the exclusive, irrevocable
                  licensing of all or substantially all of the Company’s intellectual
                  property to a third party; or (v) the reorganization or other
                  transaction (other than an equity investment in the Company)
                  in which there is a Change of Control.
                  A
                  “Change of Control” means any transaction or series of transactions in
                  which the holders of share capital of the Company immediately prior
                  to
                  such transaction or series of transactions do not continue to hold,
                  directly or indirectly, at least a majority of the voting power
                  of the
                  share capital of the Company or the surviving or acquiring entity.
                  

              


      

      
         

        
          
            
            

          

          
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        ISRAELI
          SHARE OPTION PLAN 
          
            

          

        

         

      

      
        	 	
                2.32

              	
                “Trustee”
                  means
                  any individual appointed by the Company to serve as a trustee and
                  approved
                  by the ITA, all in accordance with the provisions of Section 102(a)
                  of the
                  Ordinance.

              


      

       

      
        	 	
                2.33

              	
                “Unapproved
                  102 Award”
                  means an Award granted pursuant to Section 102(c) of the Ordinance.
                  

              


      

      


      
        	 	
                2.34

              	
                “Vested
                  Award”
                  means any Award, which has already been vested according to the
                  Vesting
                  Dates.

              


      

      


      
        	 	
                2.35

              	
                “Vesting
                  Dates”
                  means, as determined by the Board or by the Committee, the date
                  as of
                  which the Award is exercisable or is otherwise considered
                  earned.

              


      

      


      
        	3.	
                ADMINISTRATION
                  OF THE ISOP

              


      

       

      
        	 	
                3.1

              	
                The
                  Board or the Committee shall have the power to administer the ISOP,
                  all as
                  provided by applicable law and in the Company’s incorporation documents.
                  Notwithstanding the above, the Board shall automatically have residual
                  authority if no Committee shall be constituted, if such Committee
                  members
                  are not available for any reason or if such Committee shall cease
                  to
                  operate for any reason.

              


      

       

      
        	 	
                3.2

              	
                The
                  Committee shall select one of its members as its Chairman and shall
                  hold
                  its meetings at such times and places as the Chairman shall determine.
                  The
                  Committee shall keep records of its meetings and shall make such
                  rules and
                  regulations for the conduct of its business, as it shall deem
                  advisable.

              


      

       

      
        	 	
                3.3

              	
                The
                  Board or the Committee shall have the full power and authority,
                  in the
                  case of the Committee subject to the approval of the Board to the
                  extent
                  required under applicable law or under the Company’s incorporation
                  documents to: (i) designate Participants; (ii) determine the terms
                  and
                  provisions of the respective Award Agreements, including, but not
                  limited
                  to, the number of Awards to be granted to each Participant, the
                  number of
                  Shares to be covered by each Award, provisions concerning the time
                  and the
                  extent to which the Awards may be exercised or otherwise earned
                  and the
                  nature and duration of restrictions as to the transferability or
                  restrictions constituting substantial risk of forfeiture and to
                  cancel or
                  suspend Awards, as necessary; (iii) determine the Fair Market Value
                  of the
                  Shares covered by each Award; (iv) make an election as to the type
                  of 102
                  Approved Award; (v) designate the type of Awards; (vi) alter any
                  restrictions and conditions of any Awards or Shares subject to
                  any Awards
                  (vii) interpret the provisions and supervise the administration
                  of the
                  ISOP; (viii) accelerate the right of a Participant to exercise
                  or
                  otherwise earned in whole or in part, any previously granted Award;
                  (ix)
                  determine the Purchase Price of an Option; (x) prescribe, amend
                  and
                  rescind rules and regulations relating to the ISOP; and (xi) make
                  all
                  other determinations deemed necessary or advisable for the administration
                  of the ISOP.

              


      

      
         

        
          
            
            

          

          
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          ISRAELI
            SHARE OPTION PLAN 
            
              

            

          

        

         

      

      
        	 	
                3.4

              	
                The
                  Board or the Committee shall have the authority to grant, at its
                  discretion, to the holder of an outstanding Award, in exchange
                  for the
                  surrender and cancellation of such Award, a new Award having, in
                  case the
                  Award is an Option, a purchase price equal to, lower than or higher
                  than
                  the Purchase Price of the original Option so surrendered and canceled,
                  and
                  otherwise containing such other terms and conditions as the Board
                  or the
                  Committee may prescribe in accordance with the provisions of the
                  ISOP. 

              


      

       

      
        	 	
                3.5

              	
                Subject
                  to the Company’s incorporation documents, all decisions and selections
                  made by the Board or the Committee pursuant to the provisions of
                  the ISOP
                  shall be made by a majority of its members except that no member
                  of the
                  Board or the Committee shall vote on, or be counted for quorum
                  purposes,
                  with respect to any proposed action of the Board or the Committee
                  relating
                  to any Award to be granted to that member. Any decision reduced
                  to writing
                  shall be executed in accordance with the provisions of the Company’s
                  incorporation documents, as the same may be in effect from time
                  to
                  time.

              


      

       

      
        	 	
                3.6

              	
                The
                  interpretation and construction by the Committee of any provision
                  of the
                  ISOP or of any Award Agreement thereunder shall be final and conclusive
                  unless otherwise determined by the
                  Board.

              


      

       

      
        	 	
                3.7

              	
                Subject
                  to the Company’s incorporation documents and the Company’s decision, and
                  to all approvals legally required, including, but not limited to
                  the
                  provisions of the incorporation documents, each member of the Board
                  or the
                  Committee shall be indemnified and held harmless by the Company
                  against
                  any cost or expense (including counsel fees) reasonably incurred
                  by him,
                  or any liability (including any sum paid in settlement of a claim
                  with the
                  approval of the Company) arising out of any act or omission to
                  act in
                  connection with the ISOP unless arising out of such member's own
                  fraud or
                  bad faith, to the extent permitted by applicable law. Such indemnification
                  shall be in addition to any rights of indemnification the member
                  may have
                  as a director or otherwise under the Company's Incorporation documents,
                  any agreement, any vote of shareholders or disinterested directors,
                  insurance policy or otherwise.

              


      

       

      
        	4.	
                DESIGNATION
                  OF PARTICIPANTS

              


      

       

      
        	 	
                4.1

              	
                The
                  persons eligible for participation in the ISOP as Participants
                  shall
                  include any Employees and/or Non-Employees of the Company or of
                  any
                  Affiliate; provided, however, that (i) Employees may only be granted
                  102
                  Awards; and (ii) Non-Employees may only be granted 3(i) Awards.
                  

              


      

       

      
        	 	
                4.2

              	
                The
                  grant of an Award hereunder shall neither entitle the Participant
                  to
                  participate nor disqualify the Participant from participating in,
                  any
                  other grant of Awards pursuant to the ISOP or any other option
                  or share
                  plan of the Company or any of its
                  Affiliates.

              


      

       

      
        	 	
                4.3

              	
                Anything
                  in the ISOP to the contrary notwithstanding, all grants of Awards
                  to
                  directors and office holders shall be authorized and implemented
                  in
                  accordance with the provisions of the incorporation documents or
                  any
                  applicable law, as in effect from time to
                  time.

              


      

      
         

        
          
            
            

          

          
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          ISRAELI
            SHARE OPTION PLAN 
            
              

            

          

        

         

      

      
        	5.	
                DESIGNATION
                  OF AWARDS PURSUANT TO SECTION
                  102

              


      

       

      
        	 	
                5.1

              	
                The
                  Company may designate Awards granted to Employees pursuant to Section
                  102
                  as Approved 102 Awards or Unapproved 102
                  Awards.

              


      

      


      
        	 	
                5.2

              	
                The
                  grant of Approved 102 Awards shall be made under this ISOP adopted
                  by the
                  Board as described in Section 16 below, and shall be conditioned
                  upon the
                  approval of this ISOP by the ITA.

              


      

       

      
        	 	
                5.3
                  

              	
                Approved
                  102 Awards may either be classified as Capital Gain Awards or Ordinary
                  Income Awards.

              


      

      


      
        	 	
                5.4

              	
                No
                  Approved 102 Award may be granted under the ISOP to any eligible
                  Employee,
                  unless and until, the Company’s election of the type of Approved 102
                  Awards as CGAs or as OIAs that will be granted to Employees (the
                  “Election”), is appropriately filed with the ITA. Such Election shall
                  become effective beginning the first Date of Grant of an Approved
                  102
                  Award under this ISOP and shall remain in effect until the end
                  of the year
                  following the year in which the Company first granted Approved
                  102 Awards.
                  The Election shall obligate the Company to grant only the type
                  of Approved
                  102 Awards it has elected, and shall apply to all Participants
                  who were
                  granted Approved 102 Awards during the period indicated herein,
                  all in
                  accordance with the provisions of Section 102(g) of the Ordinance.
                  For the
                  avoidance of doubt, such Election shall not prevent the Company
                  from
                  granting Unapproved 102 Awards or 3(i) Awards
                  simultaneously.

              


      

      


      
        	 	
                5.5

              	
                For
                  the avoidance of doubt, the designation of Unapproved 102 Awards
                  and
                  Approved 102 Awards shall be subject to the terms and conditions
                  set forth
                  in Section 102 of the Ordinance and the regulations promulgated
                  thereunder.

              


      

      


      
        	 	
                5.6

              	
                With
                  regards to Approved 102 Awards, the provisions of the ISOP and/or
                  the
                  Award Agreement shall be subject to the provisions of Section 102
                  and the
                  Tax Assessing Officer’s permit, and the said provisions and permit shall
                  be deemed an integral part of the ISOP and of the Award Agreement.
                  Any
                  provision of Section 102 and/or the said permit which is necessary
                  in
                  order to receive and/or to keep any tax benefit pursuant to Section
                  102,
                  which is not expressly specified in the ISOP or the Award Agreement,
                  shall
                  be considered binding upon the Company and the
                  Participants.

              


      

       

      
        	6.	
                TRUSTEE

              


      

       

      
        	
              	6.1	
                Approved
                  102 Awards which shall be granted under the ISOP, any Shares issued
                  pursuant to any Approved 102 Awards for Restricted Shares and/or
                  any
                  Shares allocated or issued upon exercise of Approved 102 Awards
                  that are
                  Options (as applicable) and/or other shares received subsequently
                  following any realization of rights, shall be allocated or issued
                  to the
                  Trustee and held for the benefit of the Participants for such period
                  of
                  time as required by Section 102. In the case the requirements for
                  Approved
                  102 Awards are not met, then the Approved 102 Awards shall be treated
                  as
                  Unapproved 102 Awards, all in accordance with the provisions of
                  Section
                  102.   

              


      

      
         

        
          
            
            

          

          
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          ISRAELI
            SHARE OPTION PLAN 
            
              

            

          

        

         

      

      
        	 	
                6.2
                  

              	
                Notwithstanding
                  anything to the contrary, the Trustee shall not release any Shares
                  issued
                  pursuant to any Approved 102 Awards for Restricted Shares and/or
                  any
                  Shares allocated or issued upon exercise of Approved 102 Awards
                  that are
                  Options (as applicable) prior to the full payment of the Participant’s tax
                  liabilities arising from Approved 102 Awards which were granted
                  to him,
                  the Shares issued pursuant to any such Approved 102 Awards for
                  Restricted
                  Shares and/or any Shares allocated or issued upon exercise of such
                  Awards
                  that are Options (as applicable). 

              


      

       

      
        	 	
                6.3
                  

              	
                Upon
                  receipt of Approved 102 Awards, the Participant will sign an undertaking
                  to release the Trustee from any liability in respect of any action
                  or
                  decision duly taken and bona fide executed in relation with the
                  ISOP, any
                  Approved 102 Award or Restricted Shares or other Shares granted
                  to him
                  thereunder. 

              


      

       

      
        	6A.	
                RESTRICTED
                  SHARES

              


      

       

      
        	 	
                6A.1

              	
                The
                  Board shall offer from time to time to Participants, Restricted
                  Shares on
                  a personal basis. The Restricted Shares granted pursuant to the
                  ISOP,
                  shall be evidenced by a written Award Agreement between the Company
                  and
                  the Participant, in such form as the Board shall from time to time
                  approve. Each Award Agreement shall state, among other matters,
                  the number
                  of Restricted Shares granted, the Vesting Dates, the purchase price
                  if any
                  and such other terms and conditions as the Board in its discretion
                  may
                  prescribe, provided that they are consistent with this
                  ISOP.

              


      

       

      
        	 	
                6A.2

              	
                Upon
                  his/her acceptance of the Award, and within 30 days of the grant,
                  the
                  Participant shall return the signed Award Agreement to the Company
                  along
                  with any purchase price if
                  required.

              


      

       

      
        	 	
                6A.3

              	
                The
                  actual issuance of the Restricted Shares shall be subject to the
                  payment
                  by the Participant of any applicable
                  Tax.

              


      

       

      
        	 	
                6A.4

              	
                Restricted
                  Shares granted pursuant to Section 102 of the Ordinance (an Approved
                  102
                  Award, as determined in the Award Agreement), shall be subject
                  to the
                  Trustee’s trusteeship, as provided in Section 6 above, and to the
                  submission of the ISOP for approval by the Israeli Tax
                  Authority.

              


      

       

      
        	 	
                6A.5

              	
                The
                  Board in its discretion shall set vesting criteria and restrictions,
                  if
                  any, on the earning of the Restricted Shares. The Board may set
                  vesting
                  criteria and restrictions based upon the achievement of Company-wide,
                  business unit, or individual goals (including, but not limited
                  to,
                  continued employment), or any other basis determined by the Board
                  in its
                  discretion. The vesting conditions and schedule shall be set in
                  the
                  applicable Award Agreement. Until the Vesting Date the Restricted
                  Share
                  certificates issued in respect of the Restricted Shares shall be
                  held
                  either in escrow by an escrow agent appointed by the Company or
                  by the
                  Trustee. Prior to the achievement of the vesting criteria and the
                  lapse of
                  restrictions, the Restricted Shares issued under the Award Agreement
                  shall
                  be subject to the Company's repurchase right as further determined
                  in the
                  Award Agreement.

              


      

      
         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        
          ISRAELI
            SHARE OPTION PLAN  
            

          

        

         

      

      
        	 	
                6A.6

              	
                Any
                  certificates representing the Restricted Shares awarded shall bear
                  such
                  legends as shall be determined by the
                  Board.

              


      

       

      
        	
              	6A.7	
                Upon
                  the Termination of the Participant's employment or engagement with
                  the
                  Company, the Participant shall forfeit any Restricted Shares which
                  are
                  still subject to restrictions. Any unvested Restricted Shares shall
                  be
                  subject to the Company's repurchase right in consideration for
                  the payment
                  of the purchase price if paid by the Participant and subject further
                  to
                  the terms of the Award
                  Agreement.

              


      

    

     

    
      	7.	
              SHARES
                RESERVED FOR THE ISOP; RESTRICTION
                THEREON

            


    

     

    
      
        	
              	7.1	
                The
                  Company has reserved Five Hundred and Fifty Nine Thousand Seven
                  Hundred
                  and Seventy Five (559,775)
                  authorized but unissued Shares, for the purposes of the ISOP and
                  for the
                  purposes of any other existing stock option plans or other stock
                  option
                  plans which may be adopted by the Company in the future, subject
                  to
                  adjustment as set forth in Section 9 below. Any Shares which remain
                  unissued and which are not subject to the outstanding Awards at
                  the
                  termination of the ISOP shall cease to be reserved for the purpose
                  of the
                  ISOP, but until termination of the ISOP the Company shall at all
                  times
                  reserve sufficient number of Shares to meet the requirements of
                  the ISOP.
                  Should any Award for any reason expire or be canceled prior to
                  its
                  exercise, earn-out or relinquishment in full (as applicable), the
                  Shares
                  subject to such Award may again be subjected to an Award under
                  the ISOP or
                  under the Company’s other share option
                  plans.

              


      

    

     

    
      	
            	7.2	
              Each
                Award granted pursuant to the ISOP, shall be evidenced by a written
                Award
                Agreement between the Company and the Participant, in such form as
                the
                Board or the Committee shall from time to time approve. Each Award
                Agreement shall state, inter alia, the number of Shares to which
                the Award
                relates, the type of Award granted (whether a CGA, OIA, Unapproved
                102
                Award or a 3(i) Award), the Vesting Dates, the Purchase Price (if
                the
                Award is an Option), the Expiration Date and such other terms and
                conditions as the Committee or the Board in its discretion may prescribe,
                provided that they are consistent with this ISOP.
                

            


    

     

    
      	8.	
              PURCHASE
                PRICE
                OF OPTIONS

            


    

     

    
      	
            	8.1	
              The
                Purchase Price of each Share subject to an Option shall be determined
                by
                the Board in its sole and absolute discretion in accordance with
                applicable law, subject to any guidelines as may be determined by
                the
                Committee from time to time. Each Award Agreement evidencing an Option
                will contain the Purchase Price determined for each
                Participant. 

            


    

     

    
      	
            	8.2	
              The
                Purchase Price shall be payable upon the exercise of the Option in
                a form
                satisfactory to the Committee, including without limitation, by cash
                or
                check. The Committee shall have the authority to postpone the date
                of
                payment on such terms as it may
                determine.

            


    

    
       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      ISRAELI
        SHARE OPTION PLAN
        

      

       

    

    
      
        
          	
                	8.3	
                  The
                    Purchase Price shall be denominated in the currency of the primary
                    economic environment of, either the Company or the Participant
                    (that is
                    the functional currency of the Company or the currency in which
                    the
                    Participant is paid) as determined by the
                    Company.

                


        

      

    

     

    
      	9.	
              ADJUSTMENTS

            


    

     

    Upon
      the
      occurrence of any of the following described events, Participant's rights to
      purchase Shares under the ISOP shall be adjusted as hereafter
      provided:

     

    
      	
            	9.1	
              In
                the event of a Transaction, any unexercised Vested Awards and any
                unvested
                Awards then outstanding under the ISOP shall be assumed or substituted
                for
                an appropriate number of shares of each class of stock or other securities
                of the Successor Company (or a parent or subsidiary of the Successor
                Company) as were distributed to the shareholders of the Company in
                connection and with respect to the Transaction. In the case of such
                assumption and/or substitution of Awards, appropriate adjustments
                shall be
                made to the Purchase Price so as to reflect such action and all other
                terms and conditions of the Award Agreements shall remain unchanged,
                including but not limited to the vesting schedule, all subject to
                the
                determination of the Committee or the Board, which determination
                shall be
                in their sole discretion and final.
                The Company shall notify the Participant of the Transaction in such
                form
                and method as it deems applicable at least ten (10) days prior to
                the
                effective date of such Transaction.


            


    

     

    
      	
            	9.2	
              Notwithstanding
                the above and subject to any applicable law, the Board or the Committee
                shall have full power and authority to determine that in certain
                Award
                Agreements there shall be a clause instructing that, if in any such
                Transaction as described in section 9.1 above, the Successor Company
                (or
                parent or subsidiary of the Successor Company) does not agree to
                assume or
                substitute for the Awards, the
                Vesting Dates shall be accelerated so that any unvested Award or
                any
                portion thereof shall be immediately vested as of the date which
                is ten
                (10) days prior to the effective date of the
                Transaction.

            


    

     

    
      	
            	9.3	
              For
                the purposes of section 9.1 above, an Award shall be considered assumed
                or
                substituted if, following the Transaction, the Award confers the
                right to
                purchase or receive, for each Share underlying an Award immediately
                prior
                to the Transaction, the consideration (whether shares, options, cash,
                or
                other securities or property) received in the Transaction by holders
                of
                shares held on the effective date of the Transaction (and if such
                holders
                were offered a choice of consideration, the type of consideration
                chosen
                by the holders of a majority of the outstanding shares); provided,
                however, that if such consideration received in the Transaction is
                not
                solely common stock (or their equivalent) of the Successor Company
                or its
                parent or subsidiary, the Committee may, with the consent of the
                Successor
                Company, provide for the consideration received in the Transaction
                to be
                solely common stock (or their equivalent) of the Successor Company
                or its
                parent or subsidiary equal in Fair Market Value to the per Share
                consideration received by holders of a majority of the outstanding
                Common
                Stock in the Transaction; and provided further that the Committee
                may
                determine, in its discretion, that in lieu of such assumption or
                substitution of Awards for options or other securities of the Successor
                Company or its parent or subsidiary, such Awards will be substituted
                for
                any other type of asset or property including cash which is fair
                under the
                circumstances.

            


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    ISRAELI
      SHARE OPTION PLAN
      

    

     

    
      	
            	9.4	
              If
                the Company is liquidated or dissolved while unexercised Options
                or
                unvested Awards remain outstanding under the ISOP, then the Board
                in its
                own discretion may determine that all such outstanding Options and
                /or
                Awards may be exercised or earned in full (as applicable) by the
                Participants as of the effective date of any such liquidation or
                dissolution of the Company without regard to the Vesting Dates (as
                defined
                below) thereof. If the Board determines that outstanding unexercised
                Options may be exercised, all such outstanding Options may be exercised
                in
                full by the Participants giving notice in writing to the Company
                of their
                intention to so exercise together with payment of the Purchase
                Price.

            


    

     

    
      	
            	9.5	
              If
                the outstanding shares of the Company shall at any time be changed
                or
                exchanged by declaration of a share dividend (bonus shares), share
                split,
                combination or exchange of shares, recapitalization, or any other
                like
                event by or of the Company, and as often as the same shall occur,
                then the
                number, class and kind of the Shares subject to the ISOP or subject
                to any
                Awards therefore granted, and the Purchase Prices of Options, shall
                be
                appropriately and equitably adjusted so as to maintain a proportionate
                number of Shares, provided, however, that no adjustment shall be
                made by
                reason of the distribution of subscription rights (rights offering)
                on
                outstanding shares. Upon happening of any of the foregoing, the class
                and
                aggregate number of Shares issuable pursuant to the ISOP (as set
                forth in
                Section 7 hereof), in respect of which Awards have not yet been exercised
                or earned (as applicable), shall be appropriately adjusted, all as
                will be
                determined by the Board whose determination shall be final.

            


    

    


    
      	
            	9.6	
              Anything
                herein to the contrary notwithstanding, if prior to the completion
                of the
                IPO all or substantially all of the shares of the Company are to
                be sold,
                or in case of a Transaction, all or substantially all of the shares
                of the
                Company are to be exchanged for securities of another Company, then
                each
                Participant shall be obliged to sell or exchange, as the case may
                be, any
                Shares such Participant purchased under the ISOP, in accordance with
                the
                instructions issued by the Board in connection with the Transaction,
                whose
                determination shall be final.

            


    

     

    
      	
            	9.7	
              The
                Participant acknowledges that in the event that the Company’s shares shall
                be registered for trading in any public market, Participant’s rights to
                sell the Shares may be subject to certain limitations (including
                a lock-up
                period), as will be requested by the Company or its underwriters,
                and the
                Participant unconditionally agrees and accepts any such
                limitations.

            


    

     

    
      	10.	
              TERM
                OF AWARDS AND EXERCISE
                OF OPTIONS

            


    

     

    
      	
            	10.1	
              Options
                shall be exercised by the Participant by giving written notice to
                the
                Company and/or to any third party designated by the Company (the
                “Representative”),
                in such form and method as may be determined by the Company and when
                applicable, by the Trustee in accordance with the requirements of
                Section
                102, which exercise shall be effective upon receipt of such notice
                by the
                Company and/or the Representative and the payment of the Purchase
                Price at
                the Company’s or the Representative’s principal office. The notice shall
                specify the number of Shares with respect to which the Option is
                being
                exercised.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    ISRAELI
      SHARE OPTION PLAN
      

    

     

    
      	
            	10.2	
              Awards,
                to the extent not previously exercised or earned (as applicable),
                shall
                terminate forthwith upon the earlier of: (i) the date set forth in
                the
                Award Agreement; and (ii) the expiration of any extended period in
                any of
                the events set forth in section 10.5 below.

            


    

     

    
      	
            	10.3	
              The
                Options may be exercised by the Participant in whole at any time
                or in
                part from time to time, to the extent that the Options become vested
                and
                exercisable, prior to the Expiration Date, and provided that, subject
                to
                the provisions of section 10.5 below, the Participant is employed
                by or
                providing services to the Company or any of its Affiliates, at all
                times
                during the period beginning with the granting of the Option and ending
                upon the date of exercise.

            


    

     

    
      	
            	10.4	
              Subject
                to the provisions of section 10.5 below, in the event of termination
                of
                Participant’s employment or services, with the Company or any of its
                Affiliates, all Options granted to such Participant will immediately
                expire. A notice of termination of employment or service shall be
                deemed
                to constitute termination of employment or service.
                For the avoidance of doubt, in case of such termination of employment
                or
                service, the unvested portion of the Participant’s Option shall not vest
                and shall not become exercisable.

            


    

     

    
      	
            	10.5	
              Notwithstanding
                anything to the contrary hereinabove and unless otherwise determined
                in
                the Participant’s Award Agreement, an Option may be exercised after the
                date of termination of Participant's employment or service with the
                Company or any Affiliates during an additional period of time beyond
                the
                date of such termination, but only with respect to the number of
                Shares
                that are vested under the Option at the time of such termination
                according
                to the Vesting Dates, if: 

            


    

     

    
      	 	
              (i)

            	
              termination
                is without Cause, in which event any then-vested Shares under any
                Option
                that is still in force and unexpired may be exercised within thirty
                (30)
                days of termination, or such longer period of time as specified in
                the
                Award Agreement; or-

            


    

    


    
      	
            	(ii)	
              termination
                is the result of death or disability of the Participant, in which
                event
                any Shares that are then-vested under any Option that is still in
                force
                and unexpired may be exercised within six (6) months of termination,
                or
                such longer period of time as specified in the Award Agreement; or
                -

            


    

     

    
      	
            	(iii)	
              prior
                to the date of such termination, the Committee shall authorize an
                extension of the terms of all or part of the Options (to the extent
                then-vested) beyond the date of such termination for a period not
                to
                exceed the period during which the Options by their terms would otherwise
                have been exercisable.

            


    

    
       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      ISRAELI
        SHARE OPTION PLAN
        

      

       

    

    For
      avoidance of any doubt, if termination of employment or service is for Cause,
      any outstanding unexercised Option (whether vested or non-vested) will
      immediately expire and terminate, and the Optionee shall not have any right
      in
      connection to such outstanding Options.

     

    
      	
            	10.6	
              To
                avoid doubt, the holders of Options shall not be deemed owners of
                the
                Shares issuable upon the exercise of Options and shall not have any
                of the
                rights or privileges of shareholders of the Company in respect of
                any
                Shares purchasable upon the exercise of any part of an Option, until
                registration of the Participant as holder of such Shares in the Company’s
                register of shareholders upon exercise of the Option in accordance
                with
                the provisions of the ISOP

            


    

    


    
      	
            	10.7	
              Any
                form of Award Agreement authorized by the ISOP may contain such other
                provisions, as the Committee may, from time to time, deem advisable.
                

            


    

     

    
      	11.	
              VESTING
                OF AWARDS

            


    

     

    
      	
            	11.1	
              Subject
                to the provisions of the ISOP, each Award shall vest following the
                Vesting
                Dates and for the number of Shares as shall be provided in the Award
                Agreement. However, no Award shall be exercisable after the Expiration
                Date. 

            


    

    


    
      	
            	11.2	
              An
                Option may be subject to such other terms and conditions on the time
                or
                times when it may be exercised, as the Committee may deem appropriate.
                The
                vesting provisions of individual Awards may
                vary.

            


    

     

    
      	12.	
              LIMITATIONS
                AFTER PURCHASE OF SHARES

            


    

     

    
      
        
          	
                	12.1	
                  Once
                    the Company's shares will be traded in any public market, the
                    Participant’s right to sell his/her Shares may be subject to certain
                    limitations, as set forth by the Company or its underwriters.
                    In such
                    event, the Participant will unconditionally agree to any such
                    limitations.

                


        

      

    

     

    
      
        
          	
                	12.2	
                  The
                    Participant may be required by the Company, at the Company’s discretion,
                    to give a declaration in writing upon exercising an Option or
                    being
                    granted an Award, that the Participant is acquiring the Shares
                    for his or
                    her own account, not as a nominee or agent, for investment and
                    not with a
                    view to, resale in connection with any distribution of such
                    Shares.

                


        

      

    

     

    
      	
            	12.3	
              The
                Participant shall not dispose of any Shares in transactions that
                violate,
                in the opinion of the Company, any applicable laws, rules or regulations
                or the Company’s certification of incorporation and
                bylaws.

            


    

     

    
      	
            	12.4	
              If
                any Shares shall be registered under the United States Securities
                Act of
                1933, no public offering otherwise than through a national securities
                exchange (as defined in the United States Securities Exchange Act
                of 1934,
                as amended) of any Shares shall be made by the Participant (or any
                other
                person) under such circumstances that he or she (or such other person)
                may
                be deemed an underwriter, as defined in the United States Securities
                Act
                of 1933. 

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    ISRAELI
      SHARE OPTION PLAN
      

    

     

    
      	
            	12.5	
              The
                Company shall have the authority to endorse upon the certificate
                or
                certificates representing the Shares such legends referring to the
                foregoing restrictions, and any other applicable restrictions, as
                it may
                deem appropriate (which do not violate the Participant's rights according
                to this Agreement).

            


    

     

    
      	13.	
              SHARES
                SUBJECT TO RIGHT OF FIRST
                REFUSAL

            


    

     

    
      	
            	13.1	
              Notwithstanding
                anything to the contrary in the incorporation documents of the Company,
                none of the Participants shall have a right of first refusal in relation
                with any sale of shares in the
                Company.

            


    

     

    
      	
            	13.2	
              Sale
                of Shares by the Participant shall be subject to the right of first
                refusal of other shareholders as set forth in the Certificate of
                Incorporation and/or Bylawas of the Company. In the event that the
                Certificate of Incorporation and Bylaws of the Company shall not
                contain
                any provision regarding rights of first refusal, then, unless otherwise
                provided by the Board, until such time as the Company shall effectuate
                an
                IPO, the sale of Shares issuable upon exercise of an Option or grant
                of an
                Award for Restricted Shares, shall be subject to a right of first
                refusal
                on the part of such other shareholders as set forth in the Certificate
                of
                Incorporation or Bylaws (the “Repurchasers”), including the procedures for
                such right of first refusal as set forth therein.. The Repurchaser
                cannot
                exercise the Right of first refusal less than 6 months following
                the later
                of the exercise of an Option or the issuance of shares. The Participant
                shall not sell shares during such six-month period The Participant
                shall
                give a notice of sale (the “Sale
                Notice“)
                to the Company in order to offer the Shares to the Repurchaser(s),
                and the
                Company will forward the Sale Notice to the existing shareholders.
                

            


    

     

    The
      Sale
      Notice shall specify the number of Shares offered for sale, the price per Share,
      the payment terms the name of each proposed purchaser or other Transferee
      (“Proposed Transferee”).
      The
      Repurchaser(s) will be entitled to purchase all or part of the offered Shares
      during the period of 30 days from the day of receipt of the Notice (the
“30
      Days Period”).
      If
      the Repurchasers are the existing shareholders then those of the existing
      shareholders who wish to purchase the Shares may, in the event
      that not all existing shareholders accept their pro rata share, purchase more
      shares than their the pro rata share. If by the end of the 30 Days Period not
      all of the offered Shares have been purchased by the Repurchaser(s), the
      Participant will be entitled to sell such Shares at any time during the 90
      days
      following the end of the 30 Days Period on terms not more favorable than those
      set out in the Sale Notice, provided that the proposed Transferee agrees in
      writing that the provisions of this Section 13 shall continue to apply to the
      Shares in the hands of such proposed Transferee.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    ISRAELI
      SHARE OPTION PLAN
      

    

     

    
      	14.	
              PURCHASE
                FOR INVESTMENT

            


    

     

    The
      Company’s obligation to issue or allocate Shares upon exercise of an Option or
      grant of an Award for Restricted Shares granted under the ISOP is expressly
      conditioned upon: (a) the Company’s completion of any registration or other
      qualifications of such Shares under all applicable laws, rules and regulations
      or (b) representations and undertakings by the Participant (or his legal
      representative, heir or legatee, in the event of the Participant’s death) to
      assure that the sale of the Shares complies with any registration exemption
      requirements which the Company in its sole discretion shall deem necessary
      or
      advisable. Such required representations and undertakings may include
      representations and agreements that such Participant (or his legal
      representative, heir, or legatee): (a) is purchasing such Shares for investment
      and not with any present intention of selling or otherwise disposing thereof;
      and (b) agrees to have placed upon the face and reverse of any certificates
      evidencing such Shares a legend setting forth (i) any representations and
      undertakings which such Participant has given to the Company or a reference
      thereto and (ii) that, prior to effecting any sale or other disposition of
      any
      such Shares, the Participant must furnish to the Company an opinion of counsel,
      satisfactory to the Company, that such sale or disposition will not violate
      the
      applicable laws, rules, and regulations, whether of the State of Israel or
      of
      the United States or any other State having jurisdiction over the Company and
      the Participant.

     

    
      	15.	
              DIVIDENDS

            


    

     

    
      	
            	15.1	
              With
                respect to all Shares (but excluding, for avoidance of any doubt,
                any
                unexercised Options) allocated or issued upon the exercise of Options
                or
                otherwise issued upon grant of Awards purchased by the Participant
                and
                held by the Participant or by the Trustee, as the case may be, the
                Participant shall be entitled to receive dividends in accordance
                with the
                quantity of such Shares, subject to the provisions of the Company’s
                Incorporation documents (and all amendments thereto) and subject
                to any
                applicable taxation on distribution of
                dividends.

            


    

     

    
      	
            	15.2	
              During
                the period in which Shares are held by the Trustee on behalf of the
                Participant, the cash dividends paid with respect thereto shall be
                paid
                directly to the Participant.

            


    

     

    
      	16.	
              RESTRICTIONS
                ON ASSIGNABILITY AND SALE OF
                AWARDS

            


    

     

    
      	
            	16.1	
              No
                Award or any right with respect thereto, purchasable hereunder, whether
                fully paid or not, shall be assignable, transferable or given as
                collateral or any right with respect to it given to any third party
                whatsoever, except as specifically allowed under the ISOP, and during
                the
                lifetime of the Participant each and all of such Participant's rights
                to
                purchase Shares hereunder shall be exercisable only by the
                Participant.

            


    

     

    Any
      such
      action made directly or indirectly, for an immediate validation or for a future
      one, shall be void.

    
       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      ISRAELI
        SHARE OPTION PLAN
        

      

       

    

    
      	
            	16.2	
              As
                long as Awards and/or Shares are held by the Trustee on behalf of
                the
                Participant, all rights of the Participant over the Shares are personal,
                can not be transferred, assigned, pledged or mortgaged, other than
                by will
                or pursuant to the laws of descent and distribution.
                

            


    

     

    
      
        
          	
                	16.3	
                  In
                    no event shall any Shares purchased upon exercise of any Option
                    or
                    otherwise issued upon grant of any Award (whether held by the
                    Trustee on
                    behalf of the Participant or not) be sold, given away, assigned,
                    pledged,
                    hypothecated, disposed of or otherwise transferred (i) to a competitor
                    of
                    the Company or an Affiliate, (ii) if such transfer would result
                    in any
                    incremental tax to the Company, its stockholders or an Affiliate,
                    or (iii)
                    if the Board of Directors believes in good faith such transfer
                    may
                    adversely affect the Company or an
                    Affiliate.

                


        

      

    

     

    
      	17.	
              EFFECTIVE
                DATE AND DURATION OF THE
                ISOP

            


    

     

    The
      ISOP
      shall be effective as of the day it was adopted by the Board and shall terminate
      at the end of ten (10) years from such day of adoption.

     

    
      	18.	
              AMENDMENTS
                OR TERMINATION

            


    

     

    The
      Board
      may at any time, but when applicable, after consultation with the Trustee,
      amend, alter, suspend or terminate the ISOP. No amendment, alteration,
      suspension or termination of the ISOP shall impair the rights of any
      Participant, unless mutually agreed otherwise between the Participant and the
      Company, which agreement must be in writing and signed by the Participant and
      the Company. Termination of the ISOP shall not affect the Committee’s ability to
      exercise the powers granted to it hereunder with respect to Awards granted
      under
      the ISOP prior to the date of such termination.

     

    
      	19.	
              GOVERNMENT
                REGULATIONS

            


    

     

    The
      ISOP,
      and the granting of Awards and the exercise of Options hereunder, and the
      obligation of the Company to sell and deliver Shares under such Awards, shall
      be
      subject to all applicable laws, rules, and regulations, whether of the State
      of
      Israel or of the United States or any other State having jurisdiction over
      the
      Company and the Participant, including the registration of the Shares under
      the
      United States Securities Act of 1933, and the Ordinance and to such approvals
      by
      any governmental agencies or national securities exchanges as may be required.
      Nothing herein shall be deemed to require the Company to register the Shares
      under the securities laws of any jurisdiction.

    
       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      ISRAELI
        SHARE OPTION PLAN
        

      

       

    

    
      	20.	
              CONTINUANCE
                OF EMPLOYMENT OR HIRED
                SERVICES

            


    

     

    Neither
      the ISOP nor the Award Agreement with the Participant shall impose any
      obligation on the Company or an Affiliate thereof, to continue any Participant
      in its employ or service, and nothing in the ISOP or in any Award granted
      pursuant thereto shall confer upon any Participant any right to continue in
      the
      employ or service of the Company or an Affiliate thereof or restrict the right
      of the Company or an Affiliate thereof to terminate such employment or service
      at any time.

     

    
      	21.	
              GOVERNING
                LAW & JURISDICTION

            


    

     

    The
      ISOP
      shall be governed by and construed and enforced in accordance with the laws
      of
      the State of Israel applicable to contracts made and to be performed therein,
      without giving effect to the principles of conflict of laws. The competent
      courts of Tel-Aviv, Israel shall have sole jurisdiction in any matters
      pertaining to the ISOP.

     

    
      	22.	
              TAX
                CONSEQUENCES

            


    

     

    
      	
            	22.1	
              Any
                tax consequences arising from the grant or exercise of any Award,
                from the
                payment for Shares covered thereby or from any other event or act
                (of the
                Company and/or its Affiliates, the Trustee or the Participant), hereunder,
                shall be borne solely by the Participant. The Company and/or its
                Affiliates and/or the Trustee shall withhold taxes according to the
                requirements under the applicable laws, rules, and regulations, including
                withholding taxes at source. Furthermore, the Participant shall agree
                to
                indemnify the Company and/or its Affiliates and/or the Trustee and
                hold
                them harmless against and from any and all liability for any such
                tax or
                interest or penalty thereon, including without limitation, liabilities
                relating to the necessity to withhold, or to have withheld, any such
                tax
                from any payment made to the
                Participant.

            


    

    


    
      	
            	22.2	
              The
                Company and/or, when applicable, the Trustee shall not be required
                to
                release any Share certificate to an Participant until all required
                payments have been fully made.

            


    

    


    
      	
            	22.3	
              To
                the extent provided by the terms of an Award Agreement, the Participant
                may satisfy any tax withholding obligation relating to the exercise
                or
                acquisition of Shares under an Award by any of the following means
                (in
                addition to the Company’s right to withhold from any compensation paid to
                the Participant by the Company) or by a combination of such means:
                (i)
                tendering a cash payment; (ii) subject to the Committee’s approval on the
                payment date, authorizing the Company to withhold Shares from the
                Shares
                otherwise issuable to the Participant as a result of the exercise
                or
                acquisition of Shares under the Award in an amount not to exceed
                the
                minimum amount of tax required to be withheld by law; or (iii) subject
                to
                Committee approval on the payment date, delivering to the Company
                owned
                and unencumbered Shares; provided that Shares acquired on exercise
                of
                Options have been held for at least 6 months from the date of
                exercise.

            


    

    
       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        ISRAELI
          SHARE OPTION PLAN
          

        

         

      

    

    
      	23.	
              NON-EXCLUSIVITY
                OF THE ISOP

            


    

     

    The
      adoption of the ISOP by the Board shall not be construed as amending, modifying
      or rescinding any previously approved incentive arrangements or as creating
      any
      limitations on the power of the Board to adopt such other incentive arrangements
      as it may deem desirable, including, without limitation, the granting of Awards
      otherwise than under the ISOP, and such arrangements may be either applicable
      generally or only in specific cases. 

     

    For
      the
      avoidance of doubt, prior grant of Awards to Participants of the Company under
      their employment agreements, and not in the framework of any previous option
      plan, shall not be deemed an approved incentive arrangement for the purpose
      of
      this Section.

     

    
      	24.	
              MULTIPLE
                AGREEMENTS

            


    

     

    The
      terms
      of each Award may differ from other Awards granted under the ISOP at the same
      time, or at any other time. The Board may also grant more than one Award to
      a
      given Participant during the term of the ISOP, either in addition to, or in
      substitution for, one or more Awards previously granted to that
      Participant.

     

    
      
        
        

      

      
        19