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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 19, 2024
NanoVibronix,
Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-36445 |
|
01-0801232 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
969
Pruitt Ave
Tyler,
Texas |
|
77569 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (914) 233-3004
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 per share |
|
NAOV |
|
Nasdaq
Capital Market |
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
reported below under Item 5.07 of this Current Report on Form 8-K, NanoVibronix, Inc. (the “Company”) held its 2024 annual
meeting of stockholders on December 19, 2024 (the “Annual Meeting”), at which the Company’s stockholders approved the
NanoVibronix, Inc. 2024 Long-Term Incentive Plan (the “Incentive Plan”).
For
more information about the Incentive Plan, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities
and Exchange Commission (“SEC”) on October 29, 2024 (the “Proxy Statement”), the relevant portions of which are
incorporated herein by reference. The foregoing description of the Incentive Plan does not purport to be complete and is qualified in
its entirety by reference to the complete text of the Incentive Plan, a copy of which is filed as Exhibit 10.1 to this report and is
incorporated by reference herein.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
December 19, 2024, the Company held the Annual Meeting. As of the close of business on October 28, 2024, the record date for the Annual
Meeting, there were 3,752,354 shares of common stock, par value $0.001 per share (“Common Stock”), outstanding and entitled
to vote. Holders of the Company’s Common Stock with a total aggregate voting power of 2,046,820 votes were present in person or
represented by proxy at the Annual Meeting. The matters described below were submitted to a vote of the Company’s stockholders
at the Annual Meeting. Each proposal is described in detail in the Company’s Proxy Statement filed with the SEC on October 29,
2024. All proposals were approved by the Company’s stockholders.
Proposal
1 — Election of Directors
A
proposal to elect eight nominees to serve on the Company’s board of directors , for a term of one year or until their respective
successors are elected and qualified, for which the following are nominees: Aurora Cassirer, Christopher Fashek, Michael Ferguson, Martin
Goldstein, M.D., Harold Jacob, M.D., Thomas Mika, Brian Murphy, and Maria Schroeder. The results of the voting were as follows:
Nominees | |
Votes For | |
Withheld | |
Broker Non-Votes |
Aurora Cassirer | |
683,042 | |
216,780 | |
1,146,998 |
Christopher Fashek | |
683,990 | |
215,832 | |
1,146,998 |
Michael Ferguson | |
680,244 | |
219,578 | |
1,146,998 |
Martin Goldstein, M.D. | |
685,652 | |
214,170 | |
1,146,998 |
Harold Jacob, M.D. | |
684,963 | |
214,859 | |
1,146,998 |
Thomas Mika | |
668,461 | |
231,361 | |
1,146,998 |
Brian Murphy | |
684,251 | |
215,571 | |
1,146,998 |
Maria Schroeder | |
681,174 | |
218,648 | |
1,146,998 |
Proposal
2 — Ratification of Appointment of Auditor
A
proposal to ratify the appointment of Zwik CPA, PLLC as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2024. The results of the voting were as follows:
For | |
Against | |
Abstentions |
2,006,926 | |
25,623 | |
14,271 |
Proposal
3 — Approval of the NanoVibronix, Inc. 2024 Long-Term Incentive Plan
A
proposal to approve the NanoVibronix, Inc. 2024 Long-Term Incentive Plan. The results of the voting were as follows:
For | |
Against | |
Abstentions | |
Broker Non-Votes |
635,057 | |
262,753 | |
2,012 | |
1,146,998 |
Proposal
4 — Advisory Vote on Executive Compensation
A
proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers. The results of the voting
were as follows:
For | |
Against | |
Abstentions | |
Broker Non-Votes |
629,513 | |
265,874 | |
4,435 | |
1,146,998 |
Proposal
5 — Adjournment Proposal
A
proposal to approve an adjournment of the Annual Meeting to a later date or dates, if necessary, to permit further solicitation and vote
of proxies in the event there are not sufficient votes in favor of any one or more of the proposals presented at the Annual Meeting (the
“Adjournment Proposal”). The results of the voting were as follows:
For | |
Against | |
Abstentions |
1,656,819 | |
376,540 | |
13,461 |
Although
the Adjournment Proposal received sufficient votes to be approved, no motion to adjourn the Annual Meeting was made because the adjournment
of the Annual Meeting was determined not to be necessary or appropriate.
The
results reported above are final voting results. No other matters were considered or voted upon at the meeting.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
|
NanoVibronix,
Inc. |
|
|
|
Date:
December 20, 2024 |
By: |
/s/
Stephen Brown |
|
Name:
|
Stephen Brown |
|
Title:
|
Chief Financial Officer |
Exhibit 10.1
NANOVIBRONIX, INC.
2024 LONG-TERM INCENTIVE PLAN
The NanoVibronix, Inc. 2024 Long-Term
Incentive Plan (the “Plan”) was adopted by the Board of Directors of NanoVibronix, Inc., a Delaware corporation
(the “Company”), on November 6, 2023 (the “Board Approval Date”), to be effective
as of the date the Plan is approved by the Company’s stockholders (the “Effective Date”).
ARTICLE 1
PURPOSE
The purpose of the Plan is to
attract and retain the services of key Employees, key Contractors, and Outside Directors of the Company and its Subsidiaries and to provide
such persons with a proprietary interest in the Company through the granting of Incentive Stock Options, Nonqualified Stock Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Awards, Dividend Equivalent Rights, and Other Awards,
whether granted singly, or in combination, or in tandem, that will:
(a) increase the interest
of such persons in the Company’s welfare;
(b) furnish an incentive
to such persons to continue their services for the Company or its Subsidiaries; and
(c) provide a means
through which the Company may attract able persons as Employees, Contractors, and Outside Directors.
With respect to Reporting Participants,
the Plan and all transactions under the Plan are intended to comply with all applicable conditions of Rule 16b-3 promulgated under the
Exchange Act. To the extent any provision of the Plan or action by the Committee fails to so comply, such provision or action shall be
deemed null and void ab initio, to the extent permitted by law and deemed advisable by the Committee.
ARTICLE 2
DEFINITIONS
For the purpose of the Plan,
unless the context requires otherwise, the following terms shall have the meanings indicated:
2.1 “Applicable Law”
means all legal requirements relating to the administration of equity incentive plans and the issuance and distribution of shares of
Common Stock, if any, under applicable corporate laws, applicable securities laws, the rules of any exchange or inter-dealer quotation
system upon which the Company’s securities are listed or quoted, the rules of any foreign jurisdiction applicable to Incentives
granted to residents therein, and any other applicable law, rule or restriction.
2.2 “Award”
means the grant of any Incentive Stock Option, Nonqualified Stock Option, Restricted Stock, SAR, Restricted Stock Units, Performance
Award, Dividend Equivalent Right or Other Award, whether granted singly or in combination or in tandem (each individually referred to
herein as an “Incentive”).
2.3 “Award Agreement”
means a written agreement between a Participant and the Company which sets out the terms of the grant of an Award.
2.4 “Award Period”
means the period set forth in the Award Agreement during which one or more Incentives granted under an Award may be exercised.
2.5 “Board”
means the board of directors of the Company.
2.6 “Change in Control”
means the occurrence of the event set forth in any one of the following paragraphs, except as otherwise provided herein:
(a) any Person is or
becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned
by such Person any securities acquired directly from the Company or its Affiliates) representing fifty percent (50%) or more of the combined
voting power of the Company’s then outstanding securities, excluding any Person who becomes such a Beneficial Owner in connection
with a transaction described in clause (i) of paragraph (c) below;
(b)
the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on
the effective date of this Plan, constitute the Board and any new director (other than a director whose initial assumption of office
is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the
election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders
was approved or recommended by a vote of at least two-thirds (2/3rds)
of the directors then still in office who either were directors on the effective date of this Plan or whose appointment, election or
nomination for election was previously so approved or recommended;
(c) there is consummated
a merger or consolidation of the Company or any direct or indirect subsidiary of the Company with any other corporation, other than (i)
a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving
entity or any parent thereof) at least sixty percent (60%) of the combined voting power of the securities of the Company or such surviving
entity or any parent thereof outstanding immediately after such merger or consolidation, or (ii) a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly
or indirectly, of securities of the Company (not including the securities Beneficially Owned by such Person any securities acquired directly
from the Company or its Affiliates other than in connection with the acquisition by the Company or its Affiliates of a business) representing
thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities; or
(d) the stockholders
of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale
or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company
of all or substantially all of the Company’s assets to an entity, at least sixty percent (60%) of the combined voting power of
the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the
Company immediately prior to such sale.
For purposes hereof:
“Affiliate”
shall have the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act.
“Beneficial
Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.
“Person”
shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except
that such term shall not include (i) the Company or any of its Subsidiaries, (ii) a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or any of its Affiliates, (iii) an underwriter temporarily holding securities pursuant to an
offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company.
Notwithstanding the foregoing
provisions of this Section 2.6, if an Award issued under the Plan is subject to Section 409A of the Code, then an event shall
not constitute a Change in Control for purposes of such Award under the Plan unless such event also constitutes a change in the Company’s
ownership, its effective control or the ownership of a substantial portion of its assets within the meaning of Section 409A of the Code.
2.7 “Claim”
means any claim, liability or obligation of any nature, arising out of or relating to this Plan or an alleged breach of this Plan or
an Award Agreement.
2.8 “Code”
means the United States Internal Revenue Code of 1986, as amended.
2.9 “Committee”
means the committee appointed or designated by the Board to administer the Plan in accordance with Article 3 of this Plan.
2.10 “Common Stock”
means the common stock, par value $0.001 per share, which the Company is currently authorized to issue or may in the future be authorized
to issue, or any securities into which or for which the common stock of the Company may be converted or exchanged, as the case may be,
pursuant to the terms of this Plan.
2.11 “Company”
means NanoVibronix, Inc., a Delaware corporation, and any successor entity.
2.12 “Contractor”
means any natural person, who is not an Employee, rendering bona fide services to the Company or a Subsidiary, with compensation,
pursuant to a written independent contractor agreement between such person (or any entity employing such person) and the Company or a
Subsidiary, provided that such services are not rendered in connection with the offer or sale of securities in a capital raising transaction
and do not directly or indirectly promote or maintain a market for the Company’s securities.
2.13 “Corporation”
means any entity that (a) is defined as a corporation under Section 7701 of the Code and (b) is the Company or is in an unbroken chain
of corporations (other than the Company) beginning with the Company, if each of the corporations other than the last corporation in the
unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in one of the other corporations
in the chain. For purposes of clause (b) hereof, an entity shall be treated as a “corporation” if it satisfies the definition
of a corporation under Section 7701 of the Code.
2.14 “Date of Grant”
means the effective date on which an Award is made to a Participant as set forth in the applicable Award Agreement; provided, however,
that solely for purposes of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder, the Date of Grant of
an Award shall be the date of stockholder approval of the Plan if such date is later than the effective date of such Award as set forth
in the Award Agreement.
2.15 “Dividend Equivalent
Right” means the right of the holder thereof to receive credits based on the cash dividends that would have been paid on
the shares of Common Stock specified in the Award if such shares were held by the Participant to whom the Award is made.
2.16 “Employee”
means a common law employee (as defined in accordance with the Regulations and Revenue Rulings then applicable under Section 3401(c)
of the Code) of the Company or any Subsidiary of the Company; provided, however, in the case of individuals whose employment status,
by virtue of their employer or residence, is not determined under Section 3401(c) of the Code, “Employee” shall
mean an individual treated as an employee for local payroll tax or employment purposes by the applicable employer under Applicable Law
for the relevant period.
2.17 “Exchange Act”
means the United States Securities Exchange Act of 1934, as amended.
2.18 “Fair Market
Value” means, as of a particular date, (a) if the shares of Common Stock are listed on any established national securities
exchange, the closing sales price per share of Common Stock on the consolidated transaction reporting system for the principal securities
exchange for the Common Stock on that date, or, if there shall have been no such sale so reported on that date, on the last preceding
date on which such a sale was so reported; (b) if the shares of Common Stock are not so listed, but are quoted on an automated quotation
system, the closing sales price per share of Common Stock reported on the automated quotation system on that date, or, if there shall
have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported; (c) if the Common Stock
is not so listed or quoted, the mean between the closing bid and asked price on that date, or, if there are no quotations available for
such date, on the last preceding date on which such quotations shall be available, as reported by the OTC Bulletin Board operated by
the Financial Industry Regulation Authority, Inc. or the OTC Markets Group Inc., formerly known as Pink OTC Markets Inc.; or (d) if none
of the above is applicable, such amount as may be determined by the Committee (acting on the advice of an Independent Third Party, should
the Committee elect in its sole discretion to utilize an Independent Third Party for this purpose), in good faith, to be the fair market
value per share of Common Stock. The determination of Fair Market Value shall, where applicable, be in compliance with Section 409A of
the Code.
2.19 “Incentive”
is defined in Section 2.2 hereof.
2.20 “Incentive Stock
Option” means an incentive stock option within the meaning of Section 422 of the Code, granted pursuant to this Plan.
2.21 “Independent
Third Party” means an individual or entity independent of the Company having experience in providing investment banking
or similar appraisal or valuation services and with expertise generally in the valuation of securities or other property for purposes
of this Plan. The Committee may utilize one or more Independent Third Parties.
2.22 “Nonqualified
Stock Option” means a nonqualified stock option, granted pursuant to this Plan, which is not an Incentive Stock Option.
2.23 “Option Price”
means the price which must be paid by a Participant upon exercise of a Stock Option to purchase a share of Common Stock.
2.24 “Other Award”
means an Award issued pursuant to Section 6.9 hereof.
2.25 “Outside Director”
means a director of the Company who is not an Employee or a Contractor.
2.26 “Participant”
means an Employee or Contractor of the Company or a Subsidiary or an Outside Director to whom an Award is granted under this Plan.
2.27 “Performance
Award” means an Award hereunder of cash, shares of Common Stock, units or rights based upon, payable in, or otherwise related
to, Common Stock pursuant to Section 6.7 hereof.
2.28 “Performance
Goal” means any of the Performance Criteria set forth in Section 6.10 hereof.
2.29 “Plan”
means this NanoVibronix, Inc. 2024 Long-Term Incentive Plan, as amended from time to time.
2.30 “Prior Plan”
means the NanoVibronix, Inc. 2014 Long-Term Incentive Plan, as amended.
2.31 “Prior Plan
Awards” means (a) any awards under the Prior Plan that are outstanding on the Effective Date, and that on or after the
Effective Date, are forfeited, expire or are canceled; and (b) any shares subject to awards relating to Common Stock under the Prior
Plan that, on or after the Effective Date are settled in cash. Prior Plan Awards that remain outstanding as of the Effective Date shall
continue to be governed by the terms and conditions of the Prior Plan.
2.32 “Reporting Participant”
means a Participant who is subject to the reporting requirements of Section 16 of the Exchange Act.
2.33 “Restricted
Stock” means shares of Common Stock issued or transferred to a Participant pursuant to Section 6.4 of this Plan
which are subject to restrictions or limitations set forth in this Plan and in the related Award Agreement.
2.34 “Restricted
Stock Units” means units awarded to Participants pursuant to Section 6.6 hereof, which are convertible into Common
Stock at such time as such units are no longer subject to restrictions as established by the Committee.
2.35 “Retirement”
means any Termination of Service solely due to retirement upon or after attainment of age sixty-five (65), or permitted early retirement
as determined by the Committee; provided, however, in the case of Participants who reside in the European Economic Area, “Retirement”
shall mean any Termination of Service as of a date they are eligible for mandatory retirement benefits under local law, without regard
to age.
2.36 “SAR”
or “Stock Appreciation Right” means the right to receive an amount, in cash and/or Common Stock, equal to the
excess of the Fair Market Value of a specified number of shares of Common Stock as of the date the SAR is exercised (or, as provided
in the Award Agreement, converted) over the SAR Price for such shares.
2.37 “SAR Price”
means the exercise price or conversion price of each share of Common Stock covered by a SAR, determined on the Date of Grant of the SAR.
2.38 “Stock Option”
means a Nonqualified Stock Option or an Incentive Stock Option.
2.39 “Subsidiary”
means (a) any corporation in an unbroken chain of corporations beginning with the Company, if each of the corporations other than the
last corporation in the unbroken chain owns stock possessing a majority of the total combined voting power of all classes of stock in
one of the other corporations in the chain, (b) any limited partnership, if the Company or any corporation described in item (a) above
owns a majority of the general partnership interest and a majority of the limited partnership interests entitled to vote on the removal
and replacement of the general partner, and (c) any partnership or limited liability company, if the partners or members thereof are
composed only of the Company, any corporation listed in item (a) above or any limited partnership listed in item (b) above. “Subsidiaries”
means more than one of any such corporations, limited partnerships, partnerships or limited liability companies.
2.40 “Termination
of Service” occurs when a Participant who is (a) an Employee of the Company or any Subsidiary ceases to serve as an Employee
of the Company and its Subsidiaries, for any reason; (b) an Outside Director of the Company or a Subsidiary ceases to serve as a director
of the Company and its Subsidiaries for any reason; or (c) a Contractor of the Company or a Subsidiary ceases to serve as a Contractor
of the Company and its Subsidiaries for any reason. Except as may be necessary or desirable to comply with applicable federal or state
law, a “Termination of Service” shall not be deemed to have occurred when a Participant who is an Employee becomes an Outside
Director or Contractor or vice versa. If, however, a Participant who is an Employee and who has an Incentive Stock Option ceases to be
an Employee but does not suffer a Termination of Service, and if that Participant does not exercise the Incentive Stock Option within
the time required under Section 422 of the Code upon ceasing to be an Employee, the Incentive Stock Option shall thereafter become a
Nonqualified Stock Option. Notwithstanding the foregoing provisions of this Section 2.40, in the event an Award issued under the
Plan is subject to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the
requirements of Section 409A of the Code, the definition of “Termination of Service” for purposes of such Award shall be
the definition of “separation from service” provided for under Section 409A of the Code and the regulations or other guidance
issued thereunder.
2.41 “Total and Permanent
Disability” means a Participant is qualified for long-term disability benefits under the Company’s or Subsidiary’s
disability plan or insurance policy; or, if no such plan or policy is then in existence or if the Participant is not eligible to participate
in such plan or policy, that the Participant, because of a physical or mental condition resulting from bodily injury, disease, or mental
disorder, is unable to perform his or her duties of employment for a period of six (6) continuous months, as determined in good faith
by the Committee, based upon medical reports or other evidence satisfactory to the Committee; provided that, with respect to any Incentive
Stock Option, Total and Permanent Disability shall have the meaning given it under the rules governing Incentive Stock Options under
the Code. Notwithstanding the foregoing provisions of this Section 2.41, in the event an Award issued under the Plan is subject
to Section 409A of the Code, then, in lieu of the foregoing definition and to the extent necessary to comply with the requirements of
Section 409A of the Code, the definition of “Total and Permanent Disability” for purposes of such Award shall be the definition
of “disability” provided for under Section 409A of the Code and the regulations or other guidance issued thereunder.
ARTICLE 3
ADMINISTRATION
3.1 General Administration;
Establishment of Committee. Subject to the terms of this Article 3, the Plan shall be administered by the Board or such committee
of the Board as is designated by the Board to administer the Plan (the “Committee”). The Committee shall consist
of not fewer than two persons. Any member of the Committee may be removed at any time, with or without cause, by resolution of the Board.
Any vacancy occurring in the membership of the Committee may be filled by appointment by the Board. At any time there is no Committee
to administer the Plan, any references in this Plan to the Committee shall be deemed to refer to the Board.
Membership on the Committee shall
be limited to those members of the Board who are “non-employee directors” as defined in Rule 16b-3 promulgated under the
Exchange Act. The Committee shall select one of its members to act as its Chairman. A majority of the Committee shall constitute a quorum,
and the act of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the act of the Committee.
3.2 Designation of Participants
and Awards.
(a) The Committee or
the Board shall determine and designate from time to time the eligible persons to whom Awards will be granted and shall set forth in
each related Award Agreement, where applicable, the Award Period, the Date of Grant, and such other terms, provisions, limitations, and
performance requirements, as are approved by the Committee, but not inconsistent with the Plan. The Committee shall determine whether
an Award shall include one type of Incentive or two or more Incentives granted in combination or two or more Incentives granted in tandem
(that is, a joint grant where exercise of one Incentive results in cancellation of all or a portion of the other Incentive). Although
the members of the Committee shall be eligible to receive Awards, all decisions with respect to any Award, and the terms and conditions
thereof, to be granted under the Plan to any member of the Committee shall be made solely and exclusively by the other members of the
Committee, or if such member is the only member of the Committee, by the Board.
(b) Notwithstanding
Section 3.2(a), to the extent permitted by Applicable Law, the Board may, in its discretion and by a resolution adopted by the
Board, authorize one or more officers of the Company (an “Authorized Officer”) to (i) designate one or more
Employees as eligible persons to whom Awards will be granted under the Plan, and (ii) determine the number of shares of Common Stock
that will be subject to such Awards; provided, however, that the resolution of the Board granting such authority shall (x) specify the
total number of shares of Common Stock that may be made subject to the Awards, (y) set forth the price or prices (or a formula by which
such price or prices may be determined) to be paid for the purchase of the Common Stock subject to such Awards, and (z) not authorize
an officer to designate himself as a recipient of any Award.
3.3 Authority of the Committee.
The Committee, in its discretion, shall (a) interpret the Plan and Award Agreements, (b) prescribe, amend, and rescind any rules
and regulations and sub-plans (including sub-plans for Awards made to Participants who are not resident in the United States, such as
the sub-plan for Participants who are subject to Israeli taxation attached hereto as the “Israeli Appendix”), as necessary
or appropriate for the administration of the Plan, (c) establish performance goals for an Award and certify the extent of their achievement,
and (d) make such other determinations or certifications and take such other action as it deems necessary or advisable in the administration
of the Plan. Any interpretation, determination, or other action made or taken by the Committee shall be final, binding, and conclusive
on all interested parties. The Committee’s discretion set forth herein shall not be limited by any provision of the Plan, including
any provision which by its terms is applicable notwithstanding any other provision of the Plan to the contrary.
The Committee may delegate to
officers of the Company, pursuant to a written delegation, the authority to perform specified functions under the Plan. Any actions taken
by any officers of the Company pursuant to such written delegation of authority shall be deemed to have been taken by the Committee.
With respect to restrictions
in the Plan that are based on the requirements of Rule 16b-3 promulgated under the Exchange Act, Section 422 of the Code, the rules of
any exchange or inter-dealer quotation system upon which the Company’s securities are listed or quoted, or any other Applicable
Law, to the extent that any such restrictions are no longer required by Applicable Law, the Committee shall have the sole discretion
and authority to grant Awards that are not subject to such mandated restrictions and/or to waive any such mandated restrictions with
respect to outstanding Awards.
ARTICLE 4
ELIGIBILITY
Any Employee (including an Employee
who is also a director or an officer), Contractor or Outside Director of the Company whose judgment, initiative, and efforts contributed
or may be expected to contribute to the successful performance of the Company is eligible to participate in the Plan; provided that only
Employees of a Corporation shall be eligible to receive Incentive Stock Options. The Committee, upon its own action, may grant, but shall
not be required to grant, an Award to any Employee, Contractor or Outside Director. Awards may be granted by the Committee at any time
and from time to time to new Participants, or to then Participants, or to a greater or lesser number of Participants, and may include
or exclude previous Participants, as the Committee shall determine. Except as required by this Plan, Awards need not contain similar
provisions. The Committee’s determinations under the Plan (including without limitation determinations of which Employees, Contractors
or Outside Directors, if any, are to receive Awards, the form, amount and timing of such Awards, the terms and provisions of such Awards
and the agreements evidencing same) need not be uniform and may be made by it selectively among Participants who receive, or are eligible
to receive, Awards under the Plan.
ARTICLE 5
SHARES SUBJECT TO PLAN
5.1 Number Available for Awards.
Subject to adjustment as provided in Articles 11 and 12 and any increase by any Prior Plan Awards eligible for reuse pursuant
to Section 5.2 below, the maximum number of shares of Common Stock that may be delivered pursuant to Awards granted under the
Plan is six hundred thousand (600,000) shares, of which one hundred percent (100%) may be delivered pursuant to Incentive Stock Options.
Shares to be issued may be made available from authorized but unissued Common Stock, Common Stock held by the Company in its treasury,
or Common Stock purchased by the Company on the open market or otherwise. During the term of this Plan, the Company will at all times
reserve and keep available the number of shares of Common Stock that shall be sufficient to satisfy the requirements of this Plan. After
the Effective Date, no awards may be granted under the Prior Plan.
5.2 Reuse of Shares. To
the extent that any Award under this Plan or any Prior Plan Award shall be forfeited, shall expire or be canceled, in whole or in part,
then the number of shares of Common Stock covered by the Award Prior Plan Award so forfeited, shall expire or be canceled, in whole or
in part, then the number of shares of Common Stock covered by the Award or stock option so forfeited, expired or canceled may again be
awarded pursuant to the provisions of this Plan. In the event that previously acquired shares of Common Stock are delivered to the Company
in full or partial payment of the exercise price for the exercise of a Stock Option granted under this Plan, the number of shares of
Common Stock available for future Awards under this Plan shall be reduced only by the net number of shares of Common Stock issued upon
the exercise of the Stock Option. Awards that may be satisfied either by the issuance of shares of Common Stock or by cash or other consideration
shall be counted against the maximum number of shares of Common Stock that may be issued under this Plan only during the period that
the Award is outstanding or to the extent the Award is ultimately satisfied by the issuance of shares of Common Stock. Awards will not
reduce the number of shares of Common Stock that may be issued pursuant to this Plan if the settlement of the Award will not require
the issuance of shares of Common Stock, as, for example, a SAR that can be satisfied only by the payment of cash. Notwithstanding any
provisions of the Plan to the contrary, only shares forfeited back to the Company, shares canceled on account of termination, expiration
or lapse of an Award, shares surrendered in payment of the exercise price of a Stock Option or shares withheld for payment of applicable
employment taxes and/or withholding obligations resulting from the exercise of an option shall again be available for grant of Incentive
Stock Options under the Plan, but shall not increase the maximum number of shares described in Section 5.1 above as the maximum
number of shares of Common Stock that may be delivered pursuant to Incentive Stock Options.
5.3 Limitation on Outside
Director Awards. No Outside Director may be granted any Award or Awards denominated in shares that exceed in the aggregate $700,000
in Fair Market Value (such Fair Market Value computed as of the Date of Grant) in any calendar year period, plus an additional $700,000
in Fair Market Value (determined as of the Date of Grant) for one-time awards to a newly appointed or elected Outside Director. The foregoing
limit shall not apply to any Award made pursuant to deferred compensation arrangements in lieu of all or a portion of cash retainers.
ARTICLE 6
GRANT OF AWARDS
6.1 In General.
(a) The grant of an
Award shall be authorized by the Committee and shall be evidenced by an Award Agreement setting forth the Incentive or Incentives being
granted, the total number of shares of Common Stock subject to the Incentive(s), the Option Price (if applicable), the Award Period,
the Date of Grant, and such other terms, provisions, limitations, and performance objectives, as are approved by the Committee, but (i)
not inconsistent with the Plan, and (ii) to the extent an Award issued under the Plan is subject to Section 409A of the Code, in compliance
with the applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder. The Company shall
execute an Award Agreement with a Participant after the Committee approves the issuance of an Award. Any Award granted pursuant to this
Plan must be granted within the term of the Plan, as set forth in Article 10 below. The Plan shall be submitted to the Company’s
stockholders for approval at the first stockholder meeting after the Board Approval Date, and no Awards may be granted under the Plan
prior to the Effective Date. The grant of an Award to a Participant shall not be deemed either to entitle the Participant to, or to disqualify
the Participant from, receipt of any other Award under the Plan.
(b) If the Committee
establishes a purchase price for an Award, the Participant must accept such Award within a period of thirty (30) days (or such shorter
period as the Committee may specify) after the Date of Grant by executing the applicable Award Agreement and paying such purchase price.
(c) Any Award under
this Plan that is settled in whole or in part in cash on a deferred basis may provide for interest equivalents to be credited with respect
to such cash payment. Interest equivalents may be compounded and shall be paid upon such terms and conditions as may be specified by
the grant.
6.2 Option Price. The
Option Price for any share of Common Stock which may be purchased under a Nonqualified Stock Option for any share of Common Stock may
be equal to or greater than the Fair Market Value of the share on the Date of Grant. The Option Price for any share of Common Stock which
may be purchased under an Incentive Stock Option must be at least equal to the Fair Market Value of the share on the Date of Grant; if
an Incentive Stock Option is granted to an Employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d)
of the Code) more than ten percent (10%) of the combined voting power of all classes of stock of the Company (or any parent or Subsidiary),
the Option Price shall be at least one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the Date of Grant.
6.3 Maximum ISO Grants.
The Committee may not grant Incentive Stock Options under the Plan to any Employee which would permit the aggregate Fair Market Value
(determined on the Date of Grant) of the Common Stock with respect to which Incentive Stock Options (under this and any other plan of
the Company and its Subsidiaries) are exercisable for the first time by such Employee during any calendar year to exceed $100,000. To
the extent any Stock Option granted under this Plan which is designated as an Incentive Stock Option exceeds this limit or otherwise
fails to qualify as an Incentive Stock Option, such Stock Option (or any such portion thereof) shall be a Nonqualified Stock Option.
In such case, the Committee shall designate which stock will be treated as Incentive Stock Option stock by causing the issuance of a
separate stock certificate and identifying such stock as Incentive Stock Option stock on the Company’s stock transfer records.
6.4 Restricted Stock.
If Restricted Stock is granted to or received by a Participant under an Award (including a Stock Option), the Committee shall set forth
in the related Award Agreement: (a) the number of shares of Common Stock awarded, (b) the price, if any, to be paid by the Participant
for such Restricted Stock and the method of payment of the price, (c) the time or times within which such Award may be subject to forfeiture,
(d) specified Performance Goals of the Company, a Subsidiary, any division thereof or any group of Employees of the Company, or other
criteria, which the Committee determines must be met in order to remove any restrictions (including vesting) on such Award, and (e) all
other terms, limitations, restrictions, and conditions of the Restricted Stock, which shall be consistent with this Plan, to the extent
applicable and, to the extent Restricted Stock granted under the Plan is subject to Section 409A of the Code, in compliance with the
applicable requirements of Section 409A of the Code and the regulations or other guidance issued thereunder. The provisions of Restricted
Stock need not be the same with respect to each Participant.
(a) Legend on Shares.
The Company shall electronically register the Restricted Stock awarded to a Participant in the name of such Participant, which shall
bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, substantially as
provided in Section 15.10 of the Plan. No stock certificate or certificates shall be issued with respect to such shares of Common
Stock, unless, following the expiration of the Restriction Period (as defined in Section 6.4(b)(i)) without forfeiture in respect
of such shares of Common Stock, the Participant requests delivery of the certificate or certificates by submitting a written request
to the Committee (or such party designated by the Company) requesting delivery of the certificates. The Company shall deliver the certificates
requested by the Participant to the Participant as soon as administratively practicable following the Company’s receipt of such
request.
(b) Restrictions
and Conditions. Shares of Restricted Stock shall be subject to the following restrictions and conditions:
(i) Subject to the other
provisions of this Plan and the terms of the particular Award Agreements, during such period as may be determined by the Committee commencing
on the Date of Grant or the date of exercise of an Award (the “Restriction Period”), the Participant shall
not be permitted to sell, transfer, pledge or assign shares of Restricted Stock. Except for these limitations, the Committee may in its
sole discretion, remove any or all of the restrictions on such Restricted Stock whenever it may determine that, by reason of changes
in Applicable Laws or other changes in circumstances arising after the date of the Award, such action is appropriate.
(ii) Except as provided
in sub-paragraph (i) above or in the applicable Award Agreement, the Participant shall have, with respect to his or her Restricted Stock,
all of the rights of a stockholder of the Company, including the right to vote the shares, and the right to receive any dividends thereon.
Certificates for shares of Common Stock free of restriction under this Plan shall be delivered to the Participant promptly after, and
only after, the Restriction Period shall expire without forfeiture in respect of such shares of Common Stock or after any other restrictions
imposed on such shares of Common Stock by the applicable Award Agreement or other agreement have expired. Certificates for the shares
of Common Stock forfeited under the provisions of the Plan and the applicable Award Agreement shall be promptly returned to the Company
by the forfeiting Participant. Each Award Agreement shall require that each Participant, in connection with the issuance of a certificate
for Restricted Stock, shall endorse such certificate in blank or execute a stock power in form satisfactory to the Company in blank and
deliver such certificate and executed stock power to the Company.
(iii) The Restriction
Period of Restricted Stock shall commence on the Date of Grant or the date of exercise of an Award, as specified in the Award Agreement,
and, subject to Article 12 of the Plan, unless otherwise established by the Committee in the Award Agreement setting forth the
terms of the Restricted Stock, shall expire upon satisfaction of the conditions set forth in the Award Agreement; such conditions may
provide for vesting based on length of continuous service or such Performance Goals, as may be determined by the Committee in its sole
discretion.
(iv) Except as otherwise
provided in the particular Award Agreement, upon Termination of Service for any reason during the Restriction Period, the nonvested shares
of Restricted Stock shall be forfeited by the Participant. In the event a Participant has paid any consideration to the Company for such
forfeited Restricted Stock, the Committee shall specify in the Award Agreement that either (1) the Company shall be obligated to, or
(2) the Company may, in its sole discretion, elect to, pay to the Participant, as soon as practicable after the event causing forfeiture,
in cash, an amount equal to the lesser of the total consideration paid by the Participant for such forfeited shares or the Fair Market
Value of such forfeited shares as of the date of Termination of Service, as the Committee, in its sole discretion shall select. Upon
any forfeiture, all rights of a Participant with respect to the forfeited shares of the Restricted Stock shall cease and terminate, without
any further obligation on the part of the Company.
6.5 SARs. The Committee
may grant SARs to any Participant, either as a separate Award or in connection with a Stock Option. SARs shall be subject to such terms
and conditions as the Committee shall impose, provided that such terms and conditions are (a) not inconsistent with the Plan, and (b)
to the extent a SAR issued under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements of Section
409A of the Code and the regulations or other guidance issued thereunder. The grant of the SAR may provide that the holder may be paid
for the value of the SAR either in cash or in shares of Common Stock, or a combination thereof. In the event of the exercise of a SAR
payable in shares of Common Stock, the holder of the SAR shall receive that number of whole shares of Common Stock having an aggregate
Fair Market Value on the date of exercise equal to the value obtained by multiplying (x) the difference between the Fair Market Value
of a share of Common Stock on the date of exercise over the SAR Price as set forth in such SAR (or other value specified in the Award
Agreement granting the SAR), by (y) the number of shares of Common Stock as to which the SAR is exercised, with a cash settlement to
be made for any fractional shares of Common Stock. The SAR Price for any share of Common Stock subject to a SAR may be equal to or greater
than the Fair Market Value of the share on the Date of Grant. The Committee, in its sole discretion, may place a ceiling on the amount
payable upon exercise of a SAR, but any such limitation shall be specified at the time that the SAR is granted.
6.6 Restricted Stock Units.
Restricted Stock Units may be awarded or sold to any Participant under such terms and conditions as shall be established by the Committee,
provided, however, that such terms and conditions are (a) not inconsistent with the Plan, and (b) to the extent a Restricted Stock Unit
issued under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements of Section 409A of the Code
and the regulations or other guidance issued thereunder. Restricted Stock Units shall be subject to such restrictions as the Committee
determines, including, without limitation, (a) a prohibition against sale, assignment, transfer, pledge, hypothecation or other encumbrance
for a specified period; or (b) a requirement that the holder forfeit (or in the case of shares of Common Stock or units sold to the Participant,
resell to the Company at cost) such shares or units in the event of Termination of Service during the period of restriction.
6.7 Performance Awards.
(a) The Committee may
grant Performance Awards to one or more Participants. The terms and conditions of Performance Awards shall be specified at the time of
the grant and may include provisions establishing the performance period, the Performance Goals to be achieved during a performance period,
and the maximum or minimum settlement values, provided that such terms and conditions are (i) not inconsistent with the Plan and (ii)
to the extent a Performance Award issued under the Plan is subject to Section 409A of the Code, in compliance with the applicable requirements
of Section 409A of the Code and the regulations or other guidance issued thereunder. If the Performance Award is to be in shares of Common
Stock, the Performance Awards may provide for the issuance of the shares of Common Stock at the time of the grant of the Performance
Award or at the time of the certification by the Committee that the Performance Goals for the performance period have been met; provided,
however, if shares of Common Stock are issued at the time of the grant of the Performance Award and if, at the end of the performance
period, the Performance Goals are not certified by the Committee to have been fully satisfied, then, notwithstanding any other provisions
of this Plan to the contrary, the Common Stock shall be forfeited in accordance with the terms of the grant to the extent the Committee
determines that the Performance Goals were not met. The forfeiture of shares of Common Stock issued at the time of the grant of the Performance
Award due to failure to achieve the established Performance Goals shall be separate from and in addition to any other restrictions provided
for in this Plan that may be applicable to such shares of Common Stock. Each Performance Award granted to one or more
If the Committee
determines, in its sole discretion, that the established performance measures or objectives are no longer suitable because of a change
in the Company’s business, operations, corporate structure, or for other reasons that the Committee deemed satisfactory, the Committee
may modify the performance measures or objectives and/or the performance period.
(b) Performance Awards
may be valued by reference to the Fair Market Value of a share of Common Stock or according to any formula or method deemed appropriate
by the Committee, in its sole discretion, including, but not limited to, achievement of Performance Goals or other specific financial,
production, sales or cost performance objectives that the Committee believes to be relevant to the Company’s business and/or remaining
in the employ of the Company or a Subsidiary for a specified period of time. Performance Awards may be paid in cash, shares of Common
Stock, or other consideration, or any combination thereof. If payable in shares of Common Stock, the consideration for the issuance of
such shares may be the achievement of the performance objective established at the time of the grant of the Performance Award. Performance
Awards may be payable in a single payment or in installments and may be payable at a specified date or dates or upon attaining the performance
objective. The extent to which any applicable performance objective has been achieved shall be conclusively determined by the Committee.
6.8 Dividend Equivalent Rights.
The Committee may grant a Dividend Equivalent Right to any Participant, either as a component of another Award or as a separate Award.
The terms and conditions of the Dividend Equivalent Right shall be specified by the grant. Dividend equivalents credited to the holder
of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares of Common Stock (which may
thereafter accrue additional dividend equivalents). Any such reinvestment shall be at the Fair Market Value at the time thereof. Dividend
Equivalent Rights may be settled in cash or shares of Common Stock, or a combination thereof, in a single payment or in installments.
A Dividend Equivalent Right granted as a component of another Award may provide that such Dividend Equivalent Right shall be settled
upon exercise, settlement, or payment of, or lapse of restrictions on, such other Award, and that such Dividend Equivalent Right granted
as a component of another Award may also contain terms and conditions different from such other Award.
6.9 Other Awards. The
Committee may grant to any Participant other forms of Awards, based upon, payable in, or otherwise related to, in whole or in part, shares
of Common Stock, if the Committee determines that such other form of Award is consistent with the purpose and restrictions of this Plan.
The terms and conditions of such other form of Award shall be specified by the grant. Such Other Awards may be granted for no cash consideration,
for such minimum consideration as may be required by Applicable Law, or for such other consideration as may be specified by the grant.
6.10 Performance Goals. Awards
of Restricted Stock, Restricted Stock Units, Performance Award and Other Awards (whether relating to cash or shares of Common Stock)
under the Plan may be made subject to the attainment of Performance Goals relating to one or more business criteria which may consist
of one or more or any combination of the following criteria or of any other criteria established by the Committee in its sole discretion:
cash flow; cost; revenues; sales; ratio of debt to debt plus equity; net borrowing, credit quality or debt ratings; profit before tax;
economic profit; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; gross margin; earnings
per share (whether on a pre-tax, after-tax, operational or other basis); operating earnings; capital expenditures; expenses or expense
levels; economic value added; ratio of operating earnings to capital spending or any other operating ratios; free cash flow; net profit;
net sales; net asset value per share; the accomplishment of mergers, acquisitions, dispositions, public offerings or similar extraordinary
business transactions; sales growth; price of the Company’s Common Stock; return on assets, equity or stockholders’ equity;
market share; inventory levels, inventory turn or shrinkage; or total return to stockholders (“Performance Criteria”).
Any Performance Criteria may be used to measure the performance of the Company as a whole or any business unit of the Company and may
be measured relative to a peer group or index. Any Performance Criteria may include or exclude (a) events that are of an unusual nature
or indicate infrequency of occurrence, (b) gains or losses on the disposition of a business, (c) changes in tax or accounting regulations
or laws, (d) the effect of a merger or acquisition, as identified in the Company’s quarterly and annual earnings releases, or (e)
other similar occurrences. In all other respects, Performance Criteria shall be calculated in accordance with the Company’s financial
statements, under generally accepted accounting principles, or under a methodology established by the Committee prior to the issuance
of an Award which is consistently applied and identified in the audited financial statements, including footnotes, or the Compensation
Discussion and Analysis section of the Company’s annual report.
6.11 Tandem Awards. The
Committee may grant two or more Incentives in one Award in the form of a “tandem Award,” so that the right of the Participant
to exercise one Incentive shall be canceled if, and to the extent, the other Incentive is exercised. For example, if a Stock Option and
a SAR are issued in a tandem Award, and the Participant exercises the SAR with respect to one hundred (100) shares of Common Stock, the
right of the Participant to exercise the related Stock Option shall be canceled to the extent of one hundred (100) shares of Common Stock.
6.12 Recoupment for Restatements.
Notwithstanding any other language in this Plan to the contrary, the Company may recoup all or any portion of any shares or cash
paid to a Participant in connection with an Award, in the event of a restatement of the Company’s financial statements as set forth
in the Company’s clawback policy as approved by the Company’s Board from time to time.
ARTICLE 7
AWARD PERIOD; VESTING
7.1 Award Period. Subject
to the other provisions of this Plan, the Committee may, in its discretion, provide that an Incentive may not be exercised in whole or
in part for any period or periods of time or beyond any date specified in the Award Agreement. Except as provided in the Award Agreement,
an Incentive may be exercised in whole or in part at any time during its term. The Award Period for an Incentive shall be reduced or
terminated upon Termination of Service. No Incentive granted under the Plan may be exercised at any time after the end of its Award Period.
No portion of any Incentive may be exercised after the expiration of ten (10) years from its Date of Grant. However, if an Employee owns
or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than ten percent (10%) of the combined voting
power of all classes of stock of the Company (or any parent or Subsidiary) and an Incentive Stock Option is granted to such Employee,
the term of such Incentive Stock Option (to the extent required by the Code at the time of grant) shall be no more than five (5) years
from the Date of Grant.
7.2 Vesting. The Committee,
in its sole discretion, may determine that an Incentive will be immediately vested in whole or in part, or that all or any portion may
not be vested until a date, or dates, subsequent to its Date of Grant, or until the occurrence of one or more specified events, subject
in any case to the terms of the Plan. If the Committee imposes conditions upon vesting, then, subsequent to the Date of Grant, the Committee
may, in its sole discretion, accelerate the date on which all or any portion of the Incentive may be vested.
ARTICLE 8
EXERCISE OR CONVERSION OF INCENTIVE
8.1 In General. A vested
Incentive may be exercised or converted, during its Award Period, subject to limitations and restrictions set forth in the Award Agreement.
8.2 Securities Law and Exchange
Restrictions. In no event may an Incentive be exercised or shares of Common Stock issued pursuant to an Award if a necessary listing
or quotation of the shares of Common Stock on a stock exchange or inter-dealer quotation system or any registration under state or federal
securities laws required under the circumstances has not been accomplished.
8.3 Exercise of Stock Option.
(a) In General.
If a Stock Option is exercisable prior to the time it is vested, the Common Stock obtained on the exercise of the Stock Option shall
be Restricted Stock which is subject to the applicable provisions of the Plan and the Award Agreement. If the Committee imposes conditions
upon exercise, then subsequent to the Date of Grant, the Committee may, in its sole discretion, accelerate the date on which all or any
portion of the Stock Option may be exercised. No Stock Option may be exercised for a fractional share of Common Stock. The granting of
a Stock Option shall impose no obligation upon the Participant to exercise that Stock Option.
(b) Notice and Payment.
Subject to such administrative regulations as the Committee may from time to time adopt, a Stock Option may be exercised by the delivery
of written notice to the Committee setting forth the number of shares of Common Stock with respect to which the Stock Option is to be
exercised and the date of exercise thereof (the “Exercise Date”) which shall be at least three (3) days after
giving such notice unless an earlier time shall have been mutually agreed upon. On the Exercise Date, the Participant shall deliver to
the Company consideration with a value equal to the total Option Price of the shares to be purchased (plus any employment tax withholding
or other tax payment due with respect to such Award), payable as provided in the Award Agreement, which may provide for payment in any
one or more of the following ways: (i) cash or check, bank draft, or money order payable to the order of the Company, (ii) Common Stock
(including Restricted Stock) owned by the Participant on the Exercise Date, valued at its Fair Market Value on the Exercise Date, and
which the Participant has not acquired from the Company within six (6) months prior to the Exercise Date, (iii) by delivery (including
by FAX or electronic transmission) to the Company or its designated agent of an executed irrevocable option exercise form together with
irrevocable instructions from the Participant to a broker or dealer, reasonably acceptable to the Company, to sell certain of the shares
of Common Stock purchased upon exercise of the Stock Option or to pledge such shares as collateral for a loan and promptly deliver to
the Company the amount of sale or loan proceeds necessary to pay such purchase price, and/or (iv) in any other form of valid consideration
that is acceptable to the Committee in its sole discretion. In the event that shares of Restricted Stock are tendered as consideration
for the exercise of a Stock Option, a number of shares of Common Stock issued upon the exercise of the Stock Option equal to the number
of shares of Restricted Stock used as consideration therefor shall be subject to the same restrictions and provisions as the Restricted
Stock so tendered.
(c) Issuance of
Certificate. Except as otherwise provided in Section 6.4 hereof (with respect to shares of Restricted Stock) or in the applicable
Award Agreement, upon payment of all amounts due from the Participant, the Company shall cause the Common Stock then being purchased
to be registered in the Participant’s name (or the person exercising the Participant’s Stock Option in the event of his or
her death), but shall not issue certificates for the Common Stock unless the Participant or such other person requests delivery of the
certificates for the Common Stock, in writing in accordance with the procedures established by the Committee. The Company shall deliver
certificates to the Participant (or the person exercising the Participant’s Stock Option in the event of his or her death) as soon
as administratively practicable following the Company’s receipt of a written request from the Participant or such other person
for delivery of the certificates. Notwithstanding the forgoing, if the Participant has exercised an Incentive Stock Option, the Company
may at its option retain physical possession of the certificate evidencing the shares acquired upon exercise until the expiration of
the holding periods described in Section 422(a)(1) of the Code. Any obligation of the Company to deliver shares of Common Stock shall,
however, be subject to the condition that, if at any time the Committee shall determine in its discretion that the listing, registration,
or qualification of the Stock Option or the Common Stock upon any securities exchange or inter-dealer quotation system or under any state
or federal law, or the consent or approval of any governmental regulatory body, is necessary as a condition of, or in connection with,
the Stock Option or the issuance or purchase of shares of Common Stock thereunder, the Stock Option may not be exercised in whole or
in part unless such listing, registration, qualification, consent, or approval shall have been effected or obtained free of any conditions
not reasonably acceptable to the Committee.
(d) Failure to Pay.
Except as may otherwise be provided in an Award Agreement, if the Participant fails to pay for any of the Common Stock specified
in such notice or fails to accept delivery thereof, that portion of the Participant’s Stock Option and right to purchase such Common
Stock may be forfeited by the Participant.
8.4 SARs. Subject to the
conditions of this Section 8.4 and such administrative regulations as the Committee may from time to time adopt, a SAR may be
exercised by the delivery (including by FAX) of written notice to the Committee setting forth the number of shares of Common Stock with
respect to which the SAR is to be exercised and the date of exercise thereof (the “Exercise Date”) which shall
be at least three (3) days after giving such notice unless an earlier time shall have been mutually agreed upon. Subject to the terms
of the Award Agreement and only if permissible under Section 409A of the Code and the regulations or other guidance issued thereunder
(or, if not so permissible, at such time as permitted by Section 409A of the Code and the regulations or other guidance issued thereunder),
the Participant shall receive from the Company in exchange therefor in the discretion of the Committee, and subject to the terms of the
Award Agreement:
(a) cash in an amount
equal to the excess (if any) of the Fair Market Value (as of the Exercise Date, or if provided in the Award Agreement, conversion, of
the SAR) per share of Common Stock over the SAR Price per share specified in such SAR, multiplied by the total number of shares of Common
Stock of the SAR being surrendered;
(b) that number of
shares of Common Stock having an aggregate Fair Market Value (as of the Exercise Date, or if provided in the Award Agreement, conversion,
of the SAR) equal to the amount of cash otherwise payable to the Participant, with a cash settlement to be made for any fractional share
interests; or
(c) the Company may
settle such obligation in part with shares of Common Stock and in part with cash.
The distribution of any cash
or Common Stock pursuant to the foregoing sentence shall be made at such time as set forth in the Award Agreement.
8.5 Disqualifying Disposition
of Incentive Stock Option. If shares of Common Stock acquired upon exercise of an Incentive Stock Option are disposed of by a Participant
prior to the expiration of either two (2) years from the Date of Grant of such Stock Option or one (1) year from the transfer of shares
of Common Stock to the Participant pursuant to the exercise of such Stock Option, or in any other disqualifying disposition within the
meaning of Section 422 of the Code, such Participant shall notify the Company in writing of the date and terms of such disposition. A
disqualifying disposition by a Participant shall not affect the status of any other Stock Option granted under the Plan as an Incentive
Stock Option within the meaning of Section 422 of the Code.
ARTICLE 9
AMENDMENT OR DISCONTINUANCE
Subject to the limitations set
forth in this Article 9, the Board may at any time and from time to time, without the consent of the Participants, alter, amend,
revise, suspend, or discontinue the Plan in whole or in part; provided, however, that no amendment for which stockholder approval is
required either (a) by any securities exchange or inter-dealer quotation system on which the Common Stock is listed or traded or (b)
in order for the Plan and Incentives awarded under the Plan to continue to comply with Sections 421, and 422 of the Code, including any
successors to such Sections, or other Applicable Law, shall be effective unless such amendment shall be approved by the requisite vote
of the stockholders of the Company entitled to vote thereon. Any such amendment shall, to the extent deemed necessary or advisable by
the Committee, be applicable to any outstanding Incentives theretofore granted under the Plan, notwithstanding any contrary provisions
contained in any Award Agreement. In the event of any such amendment to the Plan, the holder of any Incentive outstanding under the Plan
shall, upon request of the Committee and as a condition to the exercisability thereof, execute a conforming amendment in the form prescribed
by the Committee to any Award Agreement relating thereto. Notwithstanding anything contained in this Plan to the contrary, unless required
by law, no action contemplated or permitted by this Article 9 shall adversely affect any rights of Participants or obligations
of the Company to Participants with respect to any Incentive theretofore granted under the Plan without the consent of the affected Participant.
ARTICLE 10
TERM
The Plan shall be effective from
the Effective Date. Unless sooner terminated by action of the Board, the Plan will terminate on the tenth anniversary of the Effective
Date, but Incentives granted before that date will continue to be effective in accordance with their terms and conditions.
ARTICLE 11
CAPITAL ADJUSTMENTS
In the event that any dividend
or other distribution (whether in the form of cash, Common Stock, other securities, or other property), recapitalization, stock split,
reverse stock split, rights offering, reorganization, merger, consolidation, split-up, spin-off, split-off, combination, subdivision,
repurchase, or exchange of Common Stock or other securities of the Company, issuance of warrants or other rights to purchase Common Stock
or other securities of the Company, or other similar corporate transaction or event affects the fair value of an Award, then the Committee
shall adjust any or all of the following so that the fair value of the Award immediately after the transaction or event is equal to the
fair value of the Award immediately prior to the transaction or event (a) the number of shares and type of Common Stock (or the securities
or property) which thereafter may be made the subject of Awards, (b) the number of shares and type of Common Stock (or other securities
or property) subject to outstanding Awards, (c) the number of shares and type of Common Stock (or other securities or property) specified
as the annual per-participant limitation under Section 5.1 of the Plan, (d) the Option Price of each outstanding Award, (v) the
amount, if any, the Company pays for forfeited shares of Common Stock in accordance with Section 6.4, and (e) the number of or
SAR Price of shares of Common Stock then subject to outstanding SARs previously granted and unexercised under the Plan, to the end that
the same proportion of the Company’s issued and outstanding shares of Common Stock in each instance shall remain subject to exercise
at the same aggregate SAR Price; provided, however, that the number of shares of Common Stock (or other securities or property) subject
to any Award shall always be a whole number. Notwithstanding the foregoing, no such adjustment shall be made or authorized to the extent
that such adjustment would cause the Plan or any Stock Option to violate Section 422 of the Code or Section 409A of the Code. Such adjustments
shall be made in accordance with the rules of any securities exchange, stock market, or stock quotation system to which the Company is
subject.
Upon the occurrence of any such
adjustment, the Company shall provide notice to each affected Participant of its computation of such adjustment which shall be conclusive
and shall be binding upon each such Participant.
ARTICLE 12
RECAPITALIZATION, MERGER AND CONSOLIDATION
12.1 No Effect on Company’s
Authority. The existence of this Plan and Incentives granted hereunder shall not affect in any way the right or power of the Company
or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Company’s
capital structure and its business, or any Change in Control, or any merger or consolidation of the Company, or any issuance of bonds,
debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or any rights,
options, or warrants to purchase same), or the dissolution or liquidation of the Company, or any sale or transfer of all or any part
of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.
12.2 Conversion of Incentives
Where Company Survives. Subject to any required action by the stockholders and except as otherwise provided by Section 12.4
hereof or as may be required to comply with Section 409A of the Code and the regulations or other guidance issued thereunder, if the
Company shall be the surviving or resulting corporation in any merger, consolidation or share exchange, any Incentive granted hereunder
shall pertain to and apply to the securities or rights (including cash, property, or assets) to which a holder of the number of shares
of Common Stock subject to the Incentive would have been entitled.
12.3 Exchange or Cancellation
of Incentives Where Company Does Not Survive. Except as otherwise provided by Section 12.4 hereof or as may be required to
comply with Section 409A of the Code and the regulations or other guidance issued thereunder, in the event of any merger, consolidation
or share exchange pursuant to which the Company is not the surviving or resulting corporation, there shall be substituted for each share
of Common Stock subject to the unexercised portions of outstanding Incentives, that number of shares of each class of stock or other
securities or that amount of cash, property, or assets of the surviving, resulting or consolidated company which were distributed or
distributable to the stockholders of the Company in respect to each share of Common Stock held by them, such outstanding Incentives to
be thereafter exercisable for such stock, securities, cash, or property in accordance with their terms.
12.4 Cancellation of Incentives.
Notwithstanding the provisions of Sections 12.2 and 12.3 hereof, and except as may be required to comply with Section 409A
of the Code and the regulations or other guidance issued thereunder, all Incentives granted hereunder may be canceled by the Company,
in its sole discretion, as of the effective date of any Change in Control, merger, consolidation or share exchange, or any issuance of
bonds, debentures, preferred or preference stocks ranking prior to or otherwise affecting the Common Stock or the rights thereof (or
any rights, options, or warrants to purchase same), or of any proposed sale of all or substantially all of the assets of the Company,
or of any dissolution or liquidation of the Company, by either:
(a) giving notice to
each holder thereof or his personal representative of its intention to cancel those Incentives for which the issuance of shares of Common
Stock involved payment by the Participant for such shares, and permitting the purchase during the thirty (30) day period next preceding
such effective date of any or all of the shares of Common Stock subject to such outstanding Incentives, including in the Board’s
discretion some or all of the shares as to which such Incentives would not otherwise be vested and exercisable; or
(b) in the case of
Incentives that are either (i) settled only in shares of Common Stock, or (ii) at the election of the Participant, settled in shares
of Common Stock, paying the holder thereof an amount equal to a reasonable estimate of the difference between the net amount per share
payable in such transaction or as a result of such transaction, and the price per share of such Incentive to be paid by the Participant
(hereinafter the “Spread”), multiplied by the number of shares subject to the Incentive. In cases where the
shares constitute, or would after exercise, constitute Restricted Stock, the Company, in its discretion, may include some or all of those
shares in the calculation of the amount payable hereunder. In estimating the Spread, appropriate adjustments to give effect to the existence
of the Incentives shall be made, such as deeming the Incentives to have been exercised, with the Company receiving the exercise price
payable thereunder, and treating the shares receivable upon exercise of the Incentives as being outstanding in determining the net amount
per share. In cases where the proposed transaction consists of the acquisition of assets of the Company, the net amount per share shall
be calculated on the basis of the net amount receivable with respect to shares of Common Stock upon a distribution and liquidation by
the Company after giving effect to expenses and charges, including, but not limited to, taxes, payable by the Company before such liquidation
could be completed.
(c) An Award that by
its terms would be fully vested or exercisable upon a Change in Control will be considered vested or exercisable for purposes of Section
12.4(a) hereof.
ARTICLE 13
LIQUIDATION OR DISSOLUTION
Subject to Section 12.4
hereof, in case the Company shall, at any time while any Incentive under this Plan shall be in force and remain unexpired, (a) sell all
or substantially all of its property, or (b) dissolve, liquidate, or wind up its affairs, then each Participant shall be entitled to
receive, in lieu of each share of Common Stock of the Company which such Participant would have been entitled to receive under the Incentive,
the same kind and amount of any securities or assets as may be issuable, distributable, or payable upon any such sale, dissolution, liquidation,
or winding up with respect to each share of Common Stock of the Company. If the Company shall, at any time prior to the expiration of
any Incentive, make any partial distribution of its assets, in the nature of a partial liquidation, whether payable in cash or in kind
(but excluding the distribution of a cash dividend payable out of earned surplus and designated as such) and an adjustment is determined
by the Committee to be appropriate to prevent the dilution of the benefits or potential benefits intended to be made available under
the Plan, then the Committee shall, in such manner as it may deem equitable, make such adjustment in accordance with the provisions of
Article 11 hereof.
ARTICLE 14
INCENTIVES IN SUBSTITUTION FOR
INCENTIVES GRANTED BY OTHER ENTITIES
Incentives may be granted under
the Plan from time to time in substitution for similar instruments held by employees, independent contractors or directors of a corporation,
partnership, or limited liability company who become or are about to become Employees, Contractors or Outside Directors of the Company
or any Subsidiary as a result of a merger or consolidation of the employing corporation with the Company, the acquisition by the Company
of equity of the employing entity, or any other similar transaction pursuant to which the Company becomes the successor employer. The
terms and conditions of the substitute Incentives so granted may vary from the terms and conditions set forth in this Plan to such extent
as the Committee at the time of grant may deem appropriate to conform, in whole or in part, to the provisions of the Incentives in substitution
for which they are granted.
ARTICLE 15
MISCELLANEOUS PROVISIONS
15.1 Investment Intent.
The Company may require that there be presented to and filed with it by any Participant under the Plan, such evidence as it may deem
necessary to establish that the Incentives granted or the shares of Common Stock to be purchased or transferred are being acquired for
investment and not with a view to their distribution.
15.2 No Right to Continued
Employment. Neither the Plan nor any Incentive granted under the Plan shall confer upon any Participant any right with respect to
continuance of employment by the Company or any Subsidiary.
15.3 Indemnification of Board
and Committee. No member of the Board or the Committee, nor any officer or Employee of the Company acting on behalf of the Board
or the Committee, shall be personally liable for any action, determination, or interpretation taken or made in good faith with respect
to the Plan, and all members of the Board and the Committee, each officer of the Company, and each Employee of the Company acting on
behalf of the Board or the Committee shall, to the extent permitted by law, be fully indemnified and protected by the Company in respect
of any such action, determination, or interpretation to the fullest extent provided by law. Except to the extent required by any unwaiveable
requirement under any applicable law, no member of the Board or the Committee (and no Subsidiary of the Company) shall have any duties
or liabilities, including, without limitation, any fiduciary duties, to any Participant (or any Person claiming by or through any Participant)
as a result of this Plan, any Award Agreement, or any Claim arising hereunder and, to the fullest extent permitted under any applicable
law, each Participant (as consideration for receiving and accepting an Award Agreement) irrevocably waives and releases any right or
opportunity such Participant might have to assert (or participate or cooperate in) any Claim against any member of the Board or the Committee
and any Subsidiary of the Company arising out of this Plan.
15.4 Effect of the Plan.
Neither the adoption of this Plan nor any action of the Board or the Committee shall be deemed to give any person any right to be granted
an Award or any other rights except as may be evidenced by an Award Agreement, or any amendment thereto, duly authorized by the Committee
and executed on behalf of the Company, and then only to the extent and upon the terms and conditions expressly set forth therein.
15.5 Compliance With Other
Laws and Regulations. Notwithstanding anything contained herein to the contrary, the Company shall not be required to sell or issue
shares of Common Stock under any Incentive if the issuance thereof would constitute a violation by the Participant or the Company of
any provisions of any law or regulation of any governmental authority or any national securities exchange or inter-dealer quotation system
or other forum in which shares of Common Stock are quoted or traded (including without limitation Section 16 of the Exchange Act); and,
as a condition of any sale or issuance of shares of Common Stock under an Incentive, the Committee may require such agreements or undertakings,
if any, as the Committee may deem necessary or advisable to assure compliance with any such law or regulation. The Plan, the grant and
exercise of Incentives hereunder, and the obligation of the Company to sell and deliver shares of Common Stock, shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals by any government or regulatory agency as may be required.
15.6 Foreign Participation.
To assure the viability of Awards granted to Participants employed in foreign countries, the Committee may provide for such special
terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee
may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it determines is necessary or appropriate
for such purposes. Any such amendment, restatement or alternative versions that the Committee approves for purposes of using this Plan
in a foreign country will not affect the terms of this Plan for any other country.
15.7 Tax Requirements.
The Company or, if applicable, any Subsidiary (for purposes of this Section 15.7, the term “Company”
shall be deemed to include any applicable Subsidiary), shall have the right to deduct from all amounts paid in cash or other form in
connection with the Plan, any federal, state, local, or other taxes required by law to be withheld in connection with an Award granted
under this Plan. The Company may, in its sole discretion, also require the Participant receiving shares of Common Stock issued under
the Plan to pay the Company the amount of any taxes that the Company is required to withhold in connection with the Participant’s
income arising with respect to the Award. Such payments shall be required to be made when requested by the Company and may be required
to be made prior to the delivery of any certificate representing shares of Common Stock. Such payment may be made by (a) the delivery
of cash to the Company in an amount that equals or exceeds (to avoid the issuance of fractional shares under (c) below) the required
tax withholding obligations of the Company; (b) if the Company, in its sole discretion, so consents in writing, the actual delivery by
the exercising Participant to the Company of shares of Common Stock that the Participant has not acquired from the Company within six
(6) months prior to the date of exercise, which shares so delivered have an aggregate Fair Market Value that equals or exceeds (to avoid
the issuance of fractional shares under (c) below) the required tax withholding payment; (c) if the Company, in its sole discretion,
so consents in writing, the Company’s withholding of a number of shares to be delivered upon the exercise of the Stock Option,
which shares so withheld have an aggregate Fair Market Value that equals (but does not exceed) the required tax withholding payment;
or (d) any combination of (a), (b), or (c). The Company may, in its sole discretion, withhold any such taxes from any other cash remuneration
otherwise paid by the Company to the Participant. The Committee may in the Award Agreement impose any additional tax requirements or
provisions that the Committee deems necessary or desirable.
15.8 Assignability. Incentive
Stock Options may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered other than by will or the laws
of descent and distribution and may be exercised during the lifetime of the Participant only by the Participant or the Participant’s
legally authorized representative, and each Award Agreement in respect of an Incentive Stock Option shall so provide. The designation
by a Participant of a beneficiary will not constitute a transfer of the Stock Option. The Committee may waive or modify any limitation
contained in the preceding sentences of this Section 15.8 that is not required for compliance with Section 422 of the Code.
Except as otherwise provided
herein, Awards may not be transferred, assigned, pledged, hypothecated or otherwise conveyed or encumbered other than by will or the
laws of descent and distribution. Notwithstanding the foregoing, the Committee may, in its discretion, authorize all or a portion of
a Nonqualified Stock Option or SAR to be granted to a Participant on terms which permit transfer by such Participant to (a) the spouse
(or former spouse), children or grandchildren of the Participant (“Immediate Family Members”), (b) a trust
or trusts for the exclusive benefit of such Immediate Family Members, (c) a partnership in which the only partners are (1) such Immediate
Family Members and/or (2) entities which are controlled by the Participant and/or Immediate Family Members, (d) an entity exempt from
federal income tax pursuant to Section 501(c)(3) of the Code or any successor provision, or (e) a split interest trust or pooled income
fund described in Section 2522(c)(2) of the Code or any successor provision, provided that (x) there shall be no consideration for any
such transfer, (y) the Award Agreement pursuant to which such Nonqualified Stock Option or SAR is granted must be approved by the Committee
and must expressly provide for transferability in a manner consistent with this Section, and (z) subsequent transfers of transferred
Nonqualified Stock Options or SARs shall be prohibited except those by will or the laws of descent and distribution.
Following any transfer, any such
Nonqualified Stock Option and SAR shall continue to be subject to the same terms and conditions as were applicable immediately prior
to transfer, provided that for purposes of Articles 8, 9, 11, 13 and 15 hereof the term “Participant”
shall be deemed to include the transferee. The events of Termination of Service shall continue to be applied with respect to the original
Participant, following which the Nonqualified Stock Options and SARs shall be exercisable or convertible by the transferee only to the
extent and for the periods specified in the Award Agreement. The Committee and the Company shall have no obligation to inform any transferee
of a Nonqualified Stock Option or SAR of any expiration, termination, lapse or acceleration of such Stock Option or SAR. The Company
shall have no obligation to register with any federal or state securities commission or agency any Common Stock issuable or issued under
a Nonqualified Stock Option or SAR that has been transferred by a Participant under this Section 15.8.
15.9 Use of Proceeds.
Proceeds from the sale of shares of Common Stock pursuant to Incentives granted under this Plan shall constitute general funds of the
Company.
15.10 Legend. Each certificate
representing shares of Restricted Stock issued to a Participant shall bear the following legend, or a similar legend deemed by the Company
to constitute an appropriate notice of the provisions hereof (any such certificate not having such legend shall be surrendered upon demand
by the Company and so endorsed):
On the face of the certificate:
“Transfer of this stock is restricted
in accordance with conditions printed on the reverse of this certificate.”
On the reverse:
“The shares of stock evidenced
by this certificate are subject to and transferable only in accordance with that certain NanoVibronix, Inc. 2024 Long-Term Incentive
Plan, a copy of which is on file at the principal office of the Company in Tyler, Texas. No transfer or pledge of the shares evidenced
hereby may be made except in accordance with and subject to the provisions of said Plan. By acceptance of this certificate, any holder,
transferee or pledgee hereof agrees to be bound by all of the provisions of said Plan.”
The following legend shall be
inserted on a certificate evidencing Common Stock issued under the Plan if the shares were not issued in a transaction registered under
the applicable federal and state securities laws:
“Shares of stock represented
by this certificate have been acquired by the holder for investment and not for resale, transfer or distribution, have been issued pursuant
to exemptions from the registration requirements of applicable state and federal securities laws, and may not be offered for sale, sold
or transferred other than pursuant to effective registration under such laws, or in transactions otherwise in compliance with such laws,
and upon evidence satisfactory to the Company of compliance with such laws, as to which the Company may rely upon an opinion of counsel
satisfactory to the Company.”
15.11 Governing Law. The
Plan shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware (excluding any conflict of laws,
rule, or principle of Delaware law that might refer the governance, construction, or interpretation of this Plan to the laws of another
state). A Participant’s sole remedy for any Claim shall be against the Company, and no Participant shall have any claim or right
of any nature against any Subsidiary of the Company or any stockholder or existing or former director, officer, or Employee of the Company
or any Subsidiary of the Company. The individuals and entities described above in this Section 15.11 (other than the Company)
shall be third-party beneficiaries of this Plan for purposes of enforcing the terms of this Section 15.11.
A copy of this Plan shall be
kept on file in the principal office of the Company in Tyler, Texas.
***************
IN WITNESS WHEREOF, the Company
has caused this instrument to be executed as of December 20
2024, by its Chief Executive Officer pursuant to prior action taken by the Board.
NANOVIBRONIX, INC. |
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By: |
/s/ Brian
Murphy |
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Name: |
Brian Murphy |
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Title: |
Chief Executive
Officer |
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ISRAELI APPENDIX TO THE
NanoVibronix,
Inc. 2024 LONG-TERM INCENTIVE PLAN
1.1. |
This appendix, as amended
from time to time (the “Appendix”) shall apply only to Participants who are residents of the State of Israel
or those who are deemed to be residents of the State of Israel for the purposes of tax payment. The provisions specified hereunder
shall form an integral part of the NanoVibronix, Inc. 2024 Long-Term Incentive Plan (the “Plan”). |
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1.2. |
This Appendix is effective
with respect to Stock Options to be granted according to the resolution of the Administrator as such term is defined in Section 2
herein and shall comply with Amendment no. 147 of the Israeli Tax Ordinance [New Version], 5721-1961 (the “Ordinance”). |
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1.3. |
This Appendix is to be read
as a continuation of the Plan and only refers to Stock Options granted to Israeli Participants so that they comply with the requirements
set by the Israeli law in general, and in particular with the provisions of Section 102 of the Ordinance, and any regulations, rules,
orders or procedures promulgated thereunder, as may be amended or replaced from time to time. For the avoidance of doubt, except
as expressly provided herein, this Appendix does not add to or modify the Plan in respect of any other category of Participants. |
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1.4. |
The Plan and this Appendix
are complementary to each other and shall be deemed one. In any case of contradiction, whether explicit or implied, between the provisions
of this Appendix and the Plan, the provisions set out in this Appendix shall prevail with respect to Stock Options granted to Israeli
Participants. |
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1.5. |
Any capitalized terms not
specifically defined in this Appendix shall be construed according to the interpretation given to them in the Plan. |
2.1 |
“Administrator”
means the Board or the Committee as such terms are defined in the Plan. |
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2.2 |
“Affiliate”
means any company eligible to be qualified as an “employing company”, with respect to the Company, within the meaning
of Section 102(a) of the Ordinance including any and all rules and regulations promulgated thereunder, as now in effect or as hereafter
amended. |
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2.3 |
“Approved 102
Stock Option” means a 102 Stock Option granted pursuant to Section 102(b) of the Ordinance, including any and all rules
and regulations promulgated thereunder, as now in effect or as hereafter amended, and held in trust by a Trustee for the benefit
of the Participant, pursuant to Section 102. Approved 102 Stock Options may either be classified as Capital Gain Stock Options or
as Ordinary Income Stock Options. |
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2.4 |
“Capital Gain
Stock Option” or “ CGSO” means an Approved 102 Stock Option elected and designated by the
Company to qualify under the capital gain tax treatment in accordance with the provisions of Section 102(b)(2) of the Ordinance. |
2.5 |
“Companies Law”
means the Israeli Companies Law, 5759-1999, including any rules and regulations promulgated thereunder and any provisions of the
Companies Ordinance [New Version], 5743-1983 still in effect, as amended from time to time. |
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2.6 |
“Controlling
Shareholder” means a controlling shareholder (“Ba’al Shlita”) as such term is defined
in Section 32(9) of the Ordinance. |
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2.7 |
“Date of Grant”
shall have the meaning ascribed to it in the Plan, provided, however, that for the purposes of this Appendix, such date shall not
be earlier than the first date on which the Company is permitted to effect Stock Option grants under this Appendix and under the
provisions of the Ordinance, including any and all rules and regulations promulgated thereunder, as now in effect or as hereafter
amended. For the avoidance of doubt, no Approved 102 Stock Option shall be deemed granted before the lapse of thirty (30) days from
the due submission of this Appendix to the ITA. |
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2.8 |
“Employee”
shall have the meaning ascribed to it in the Plan, and for the purpose hereof, shall also include a director and an individual who
is serving as an Office Holder or director of any Affiliate of the Company, but excluding any Controlling Shareholder. |
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2.9 |
“ITA”
means the Israeli Tax Authorities. |
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2.10 |
“Non-Employee”
means a consultant, adviser, service provider, including, inter alia, any other person who is part of the upper management
of the Company and who grants managerial services to the Company, Controlling Shareholder or any other person who is not an Employee. |
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2.11 |
“Office Holder”
(“Nose Misra”) as such term is defined in the Companies Law. |
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2.12 |
“Participant”
shall have the meaning ascribed to it in the Plan, and for the purpose hereof, shall also mean a person who receives or holds a Stock
Option under this Appendix. |
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2.13 |
“Ordinary Income
Stock Option” or “OISO” means an Approved 102 Stock Option elected and designated by the
Company to qualify under the ordinary income tax treatment in accordance with the provisions of Section 102(b)(1) of the Ordinance. |
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2.14 |
“102 Stock Option”
means a Stock Option that the Administrator intends to be a “102 Stock Option”, which shall only be granted to Employees
of the Company who are not Controlling Shareholders, and shall be subject to and construed consistently with the requirements of
Section 102. The Company shall have no liability to a Participant or to any other party, if a Stock Option (or any part thereof),
which is intended to be a 102 Stock Option, is not a 102 Stock Option. Approved 102 Stock Options may either be classified as Capital
Gain Stock Options or as Ordinary Income Stock Options. |
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2.15 |
“3(i) Stock Option”
means Stock Options that do not contain such terms as will qualify under Section 102 of the Ordinance. |
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2.16 |
“Section 102”
means Section 102 of the Ordinance and any regulations, rules, orders or procedures promulgated thereunder as now in effect or
as hereafter amended. |
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2.17 |
“Trustee”
shall mean any individual or entity 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. |
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2.18 |
“Unapproved 102
Stock Option” means a 102 Stock Option granted pursuant to Section 102(c) of the Ordinance, including any and all rules
and regulations promulgated thereunder, as now in effect or as hereafter amended, and not held in trust by a Trustee. |
This Appendix shall be administered by
the Administrator, pursuant to Article 3 of the Plan. The Administrator may issue shares of Common Stock and/or Stock Options pursuant
to this Appendix. In the event of issuance of shares of Common Stock the recipient of such shares shall be deemed a Participant hereunder
and the provisions of this Appendix shall apply to such issuance and to the issued shares of Common Stock, mutatis mutandis.
4. |
ISSUANCE OF STOCK OPTIONS;
ELIGIBILITY |
4.1. |
The persons eligible for
participation in the Plan as Participants under this Appendix shall include any Employees, Office Holders and/or Non-Employees of
the Company as such term is defined above, who are residents of the State of Israel or who are deemed to be residents of the State
of Israel for the purposes of tax payment; provided, however, that (i) such Employees and Office Holders may only be granted 102
Stock Options; and (ii) such Non-Employees and/or Controlling Shareholders may only be granted 3(i) Stock Options. |
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4.2. |
The Administrator may designate
Stock Options granted to Israeli Employees pursuant to Section 102 as Approved 102 Stock Options or as Unapproved 102 Incentive Stock
Options. |
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4.3. |
The grant of 102 Stock Options
shall be made under this Appendix adopted by the Board. Furthermore, the grant of Approved 102 Stock Options shall be conditioned
upon the approval of this Appendix by the ITA. |
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4.4. |
Without derogating from the
above, the Administrator’s election of the type of an Approved 102 Stock Options as CGSO or OISO to be granted to Israeli Employees
and Office Holders (the “Election”), shall be appropriately filed with the ITA before the Date of Grant
of the first Approved 102 Stock Option under such Election. Such Election shall remain in effect until changed, not earlier than
the end of the year following the calendar year during which the Company first granted Approved 102 Stock Options under such Election.
The Company shall grant only the type of Approved 102 Stock Option it has elected in accordance with the Election to all Participants
who were granted Approved 102 Stock Options during the period indicated above, all in accordance with the provisions of Section 102(g)
of the Ordinance, including any and all rules and regulations promulgated thereunder, as now in effect or as hereafter amended. For
avoidance of doubt, such Election shall not prevent the Company from granting Unapproved 102 Stock Options simultaneously. |
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4.5. |
All Approved 102 Stock Options
must be held in trust by a Trustee as described in Section 5 below. |
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4.6. |
Each Stock Option granted
pursuant to this Appendix shall be evidenced by an Award Agreement, substantially in such form attached hereto as approved by the
Administrator. Each Award Agreement shall state, among other matters, the number of shares of Common Stock to which the Stock Option
relates, the type of Stock Option granted thereunder (whether an CGSO, OISO, Unapproved 102 Stock Option or a 3(i) Stock Option),
the vesting dates, the exercise price per share, the expiration date and such other terms and conditions included in the agreement,
including any such other terms that the Administrator in its discretion may prescribe, provided in all cases that they are consistent
with this Appendix and the Plan. The Award Agreement shall be delivered to the Participant and executed by the Participant and shall
incorporate the terms of the Plan and this Appendix by reference, and specify the terms and conditions thereof and any rules applicable
thereto. |
4.7. |
The designation of Unapproved
102 Stock Options and Approved 102 Stock Options shall be subject to the terms and conditions set forth in Section 102 and the regulations
promulgated thereunder. |
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4.8. |
Anything in the Plan to the
contrary notwithstanding, all grants of Stock Options to directors and Office Holders shall be authorized and implemented in accordance
with the provisions of the Companies Law or any successor act or regulation, as in effect from time to time. |
5.1. |
Approved 102 Stock Options
or shares of Common Stock which shall be granted under the Plan and this Appendix and/or any shares of Common Stock allocated or
issued upon exercise of such Approved 102 Stock Options, shall – notwithstanding anything in the Plan to the contrary –
be allocated or issued to the Trustee (and registered in the Trustee’s name in the register of shareholders of the Company)
and held for the benefit of the Participants for such period of time as required by Section 102 (the “Restricted Period”).
All certificates representing shares of Common Stock issued to the Trustee under the Plan and this Appendix shall be deposited with
the Trustee, and shall be held by the Trustee until such time that such shares of Common Stock are released from the aforesaid trust
as herein provided. In case the requirements for Approved 102 Stock Options are not met, then the Approved 102 Stock Options may
be treated as Unapproved 102 Stock Options, all in accordance with the provisions of Section 102. |
|
|
5.2. |
Anything in the Plan to the
contrary notwithstanding, the Trustee shall not release any shares of Common Stock allocated or issued upon exercise of Approved
102 Stock Options prior to the full payment of the Participant’s tax liabilities arising from Approved 102 Stock Options, which
were granted to such Participant, and/or from any shares of Common Stock allocated or issued upon exercise of such Stock Options. |
|
|
5.3. |
With respect to any Approved
102 Stock Option, subject to the provisions of Section 102, a Participant shall not be entitled to sell or release from the trust
any share of Common Stock received upon the exercise of an Approved 102 Stock Option until the lapse of the Restricted Period required
under Section 102. Notwithstanding the above, if any such sale or release occurs during the Restricted Period, the tax liabilities
under Section 102 shall apply to and shall be borne by such Participant. |
|
|
5.4. |
Upon receipt of an Approved
102 Stock Option, 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 Plan and this Appendix, or any Approved 102 Stock Option or share
of Common Stock granted to the Participant thereunder. Such release may be incorporated into the Award Agreement. |
|
|
5.5. |
3(i) Stock Options which
shall be granted under this Appendix, may, but need not, be issued to the Trustee, and if so issued to the Trustee, shall be held
for the benefit of the Participant. The Trustee shall hold such Stock Options and the shares of Common Stock issued upon the exercise
thereof (in the event of an exercise of such Stock Options) pursuant and subject to Section 3(i) of the Ordinance, including any
and all rules, regulations, orders and procedures promulgated thereunder, as now in effect or as hereafter amended. Anything to the
contrary notwithstanding, the Trustee shall not release any 3(i) Stock Options held by it and which were not already exercised into
shares of Common Stock by the Participant, nor shall the Trustee release any shares of Common Stock issued upon the exercise of 3(i)
Stock Options – in both cases – prior to the full payment of the relevant Participant’s tax liabilities arising
from those 3(i) Stock Options which were granted to him and from any shares of Common Stock issued upon the exercise of such 3(i)
Stock Options. |
6. |
FAIR MARKET VALUE FOR
TAX PURPOSES |
The per share exercise price for the shares
of Common Stock underlying the Stock Options, shall be determined by the Administrator pursuant to the Plan (the “Exercise
Price”). The form of consideration for exercising a Stock Option shall be determined by the Administrator pursuant to the
Plan, provided, however, that cashless exercise for Stock Options granted under this Appendix, may be implemented by the Company only
following the lapse of the Restricted Period, unless otherwise determined by the Administrator with the approval of the ITA, to the extent
such approval is necessary to receive and/or to keep any tax benefit pursuant to Section 102.
Without derogating from the terms and conditions
of the Plan and this Appendix, 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 of Common Stock are listed on any established national securities exchange or a national
market system or if the Company’s shares of Common Stock will be registered for trading within ninety (90) days following the Date
of Grant, the Fair Market Value of a share of Common Stock 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.
7. |
EXERCISE OF STOCK OPTIONS |
Stock Options shall be exercised by the
Participant’s giving a written notice and remitting payment of the total Option Price to the Administrator or to any third party
designated by the Administrator (the “Representative”), in such form and method as may be determined by the
Administrator and the Trustee and, when applicable, in accordance with the requirements of Section 102, which exercise shall be effective
upon receipt of such notice by the Administrator or the Representative and the payment of the Option Price at the Company’s or
the Representative’s principal office. With respect to Unapproved 102 Stock Options, if the Participant ceases to be employed by
the Company or any Affiliate, the Participant shall extend to the Company and/or its Affiliate a security or guarantee for the payment
of tax due at the time of sale of the shares of Common Stock, all in accordance with the provisions of Section 102.
In the event that the Trustee holds shares
of Common Stock in trust, the Trustee shall not, with respect to such shares, represent the holder of such shares in any meeting of the
stockholders of the Company or any action of the stockholders of the Company by written consent. The Trustee shall provide the Company
on such date or as shall be mutually agreed between the Trustee and the Company, with a power-of-attorney to participate and vote in
such meetings and execute such actions by written consent with respect to all shares of Common Stock held in trust, if so requested by
the Company.
8. |
INTEGRATION OF SECTION
102 AND TAX COMMISSIONER’S APPROVAL |
8.1. |
With regards to Approved
102 Stock Options, the provisions of the Plan, this Appendix and the Award of any Award Agreement, the Award Agreement shall be subject
to the provisions of Section 102 and the Income Tax Commissioner’s approval, and the said provisions and permit shall be deemed
an integral part of the Plan and of the Award Agreement. |
|
|
8.2. |
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 Plan, this Appendix or the Award Agreement, shall be considered binding upon the Company and the Participants. |
9.1. |
To the extent permitted by
Applicable Law, any tax consequences arising from the grant or exercise of any Stock Option, from the payment for shares of Common
Stock covered thereby or from any other event or act (of the Company, and/or its Affiliates, and/or 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 Applicable Law, rules, and regulations, including withholding taxes at source. Furthermore, the Participant
agrees 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. |
|
|
9.2. |
The Company and/or the Trustee
shall not be required to release any share certificate to a Participant until all required payments have been fully made by the Participant
and unless the Participant requests delivery of such certificate, in writing in accordance with the procedures established by the
Administrator. |
10. |
GOVERNING LAW & JURISDICTION |
This Appendix 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. Notwithstanding anything stated herein to the contrary, if and to the extent any
issue or matter arises hereunder which involves the application of another jurisdiction or the requirements relating to the administration
of Stock Options of any stock exchange or quotation system, then such laws and requirements shall apply and shall govern such issues
or matters, in accordance with any Applicable Law. The competent courts of Tel-Aviv, Israel shall have sole jurisdiction to adjudicate
any dispute that may arise in connection with the application, interpretation or enforcement of Section 102 including (without limitation)
matters involving the Trustee and the Israeli tax consequences of the Stock Options or the shares of Common Stock in trust and the release
and transfer of such Stock Options or shares of Common Stock by the Trustee.
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