Exhibit 4.2


 


COMPENSATION POLICY


 


MEDIGUS LTD.


 


Compensation Policy for Executive Officers and
Directors


 


(As Adopted on August 31, 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 Medigus
Ltd. (“Medigus” 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 Medigus’ overall
human capital strategy to attract, retain, reward, and motivate highly skilled individuals that will enhance Medigus’ value
and otherwise assist Medigus 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 Medigus’ 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, Medigus’ 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 Medigus’ Compensation
Policy for five (5) years, commencing as of its adoption, unless amended earlier.


 


The Compensation Committee and the
Board of Directors of Medigus (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


 


Medigus’ objectives and
goals in setting this Policy are to attract, motivate and retain experienced and talented leaders who will contribute to Medigus’ 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 Medigus’ 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 Medigus’ shareholders in order to enhance shareholder value;


 


		2.2.	To align a significant portion
of the Executive Officers’ compensation with Medigus’ 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;


 


		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 Medigus’ 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.


 






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	5.	Inter-Company Compensation
Ratio


 


		5.1.	In the process of drafting
this Policy, Medigus’ 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 Medigus’ 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 Medigus were examined and will continue to be examined by Medigus 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 Medigus.


 


B. Base Salary and Benefits


 


	6.	Base Salary


 


		6.1.	A base salary provides stable
compensation to Executive Officers and allows Medigus 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 Medigus’ ability to attract and retain highly skilled professionals, Medigus 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 Medigus, while considering, among other things, such companies’
size and characteristics including their revenues, profitability rate, growth rates, market capitalization, number of employees and area
of operations (in Israel or globally), the list of which shall be reviewed and approved by the Compensation Committee at least every
two years. To that end, Medigus 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.


 


		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.


 






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	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 Medigus’ practice and the practice in peer group companies (including
contributions on bonus payments);


 


		7.1.5.	Medigus 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 Medigus’ policies
and procedures and the practice in peer group companies (including contributions on bonus payments); and


 


		7.1.6.	Medigus shall contribute
on behalf of the Executive Officer towards work disability insurance, as allowed by applicable law and with reference to Medigus’ 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.	Medigus 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 Medigus’ 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 Medigus’ 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.


  


		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 Medigus’ 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 Medigus’ 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.


 






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		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 Medigus’ Executive Officers, other than the chief executive officer (the “CEO”),
may be approved by Medigus’ 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, may be based on actual financial and operational results, personal objectives, operational objectives,
project milestones objectives or investment in human capital objectives. The Company may also grant annual cash bonuses to Medigus’ 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 Medigus’ 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 Medigus’ Compensation Committee (and, if required by law, by Medigus’ 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.


  


		9.5.	The less significant part of
the annual cash bonus granted to Medigus’ 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.


 






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	10.	Other Bonuses


 


		10.1.	Special Bonus. Medigus 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. Medigus 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. Medigus 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, Medigus 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 Medigus 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 Medigus’ 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 Medigus 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 Medigus 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 Medigus’ policies, the main terms of which shall be disclosed in the annual report of Medigus.


 


		12.4.	All other terms of the equity
awards shall be in accordance with Medigus’ 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) 2% 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) 100% of his or her annual base salary or (z) 0.5% 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 using the Black Scholes formula 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


 


Medigus 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 chairperson
of the Board 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


 


Medigus 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


 


Medigus 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, Medigus may grant to its Executive Officers a non-compete grant as an incentive to refrain from competing with
Medigus 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.	Medigus 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 Medigus all subject
to applicable law and the Company’s articles of association.


 






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		20.2.	Medigus 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 $50 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 Medigus’ 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), Medigus 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 $50 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.	Medigus 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 Medigus’ Executive Officers for a period of up to one (1) year, following the date of termination
of employment;


 


		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; and


 


		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 Medigus’ non-employee
Board members may be entitled to an annual cash fee retainer of up to $40,000 and up to $240,000 for the chairperson of Medigus’
Board. The chairperson of Medigus’ Board may be paid an annual bonus of up to $120,000.


 


	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 Medigus’ 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) $120,000 or (ii) 0.5% of the Company’s fair market value at the
time of approval of the grant by the Board; and in the case of the chairperson of the Board - the higher of (i) 300% of his or her annual
base salary or (ii) 2% 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 Medigus’ 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 Medigus’ 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 Medigus’ 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 Medigus 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 Medigus 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.


 


	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, Medigus may follow such new regulations or law amendments, even if such new regulations are in contradiction
to the compensation terms set forth herein.


 


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


 


 


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