STOCK UNITS AGREEMENT
as of _______________
|A company incorporated
in Nevada, USA
on March 28, 2019, the Company duly adopted and the Compensation Committee approved the 2019 Equity Compensation Plan and on June 13,
2019, the Company’s stockholders approved the adoption of the 2019 Equity Compensation Plan, a copy of which has been made available
to the Optionee, forming an integral part hereof (the “Plan”); and –
pursuant to the Plan, the Company has decided to grant Restricted stock Units of the Company to the Optionee, as detailed within Exhibit
A, and the Optionee has agreed to such grant, subject to all the terms and conditions as set forth in the Plan and as provided herein;
THEREFORE, it is agreed as follows:
|The preamble to
this Agreement constitutes an integral part of this Agreement, as do the terms of the Plan.
|Unless otherwise defined herein,
capitalized terms used herein shall have the meaning ascribed to them in the Plan.
|Grant of Restricted Stock Units
Company hereby grants to the Participant the number of Restricted Stock Units as set forth in Exhibit A hereto, subject to the terms
and the conditions as set forth in the Plan and as provided herein.
|The Participant is aware that the Company intends in
the future to issue additional shares and to grant additional options to various entities and individuals, as the Company in its
sole discretion shall determine.
|Restricted Period Per Section
|The following provisions shall apply
for the purpose of the tax benefits under Section 102 of the Israeli Income Tax Ordinance 1961 (the “Ordinance”):
|Restricted Period Per Section 102
of the Ordinance (“Section 102”). In accordance with the requirements of Section 102(b)(2) as now in place and as
may be amended in the future, the Restricted Stock Units shall be granted to the Participant and held in trust by the Trustee for
the benefit of Participant for a period of no less than twenty four (24) months from the date of grant in which the Restricted Stock
Units were granted and placed with a Trustee (during the Restricted Period Per Section 102 the Participant will not be allowed to
order the Trustee to sell the Restricted Stock Units held by him/her on behalf of the Participant or transfer the Restricted Stock
Units from Trustee’s hands).
|In order to apply the tax benefits
of Section 102, the Restricted Stock Units may not be sold or transferred (other than through a transfer by will or by operation
of law), and no power of attorney or transfer deed shall be given in respect thereof (other than a power of attorney for the purpose
of participation in general meetings of shareholders, when applicable).
|End of Restricted Period Per Section
102. Upon the completion of the Restricted Period Per Section 102 as now in place and as may be amended in the future, Participant
shall be entitled to receive from the Trustee the Restricted Stock Units, which have vested, subject to the provisions of the Plan
concerning the continued employment of Participant at the Company or any Affiliate of the Company, and subject to any other provisions
set forth herein or in the Plan, and Participant shall be entitled to sell the vested Restricted Stock Units subject to the other
terms and conditions of this Restricted Stock Units Agreement and the Plan, including the provisions relating to the payment of tax
set forth below.
anything to the contrary in Section 8.1 (g) of the Plan and in addition thereto, the vesting of the Restricted Stock Units shall
accelerate in the following circumstances: (i) in case of the termination by the Company of the Recipient’s employment or consulting
arrangement with the Company or any subsidiary, for reasons other than Justifiable Cause, 100% of any unvested Restricted Stock Units;
(ii) in case of the termination by the Recipient of the Recipient’s employment or consulting arrangement by with Company or
any subsidiary, 50% of any unvested Restricted Stock Units at the discretion of the Board of the Parent Company; and (iii) in the
event of a Change of Control (as hereinafter defined) of the Company, and provided the Employee is still employed or providing services
to the Company or a subsidiary, 100% of any unvested Restricted Stock Units, provided that such acceleration shall take place as
of the date which is ten (10) days prior to the effective date of the Change of Control and the Committee shall notify the Participant
that the unvested Restricted Stock Units are fully vested for a period of ten (10) days from the date of such notice.
purposes of this Agreement, “Change of Control” shall mean the occurrence of any of the following: (i) any one person,
or more than one person acting as a group or in concert, acquires beneficial ownership of stock of the Company that, together with
stock held by such person or group, constitutes more than thirty percent (30%) of the total voting power of the stock of the Company;
(ii) any consolidation or merger of the Company into another corporation or entity where the stockholders of the Company, immediately
prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own, directly or indirectly,
securities representing in the aggregate more than fifty percent (50%) of the combined voting power of all the outstanding securities
of the surviving corporation (or of its ultimate parent corporation, if any); (iii) the sale, lease or other transfer of all or substantially
all of the Company’s assets to an independent, unaffiliated third party in a single transaction or a series of related transactions;
or (iv) the date that fifty percent (50%) or more of the members of the Company’s Board of Directors is replaced during
any twelve (12) month period by directors whose appointment or election is not endorsed by fifty percent (50%) or more of the members
of the Company’s Board of Directors prior to the date of the appointment or election.
to the provisions of the Plan, Restricted Stock Units shall vest according to the Vesting Dates set forth in Exhibit A hereto, provided
that the Participant is an Employee of or providing services to the Company and/or its Affiliates on the applicable Vesting Date.
Where there is a discrepancy between the terms of Exhibit A and the terms of the Plan, Exhibit A shall govern.
|Restrictions on Transfer
of Restricted Stock Units
|The transfer of
Restricted Stock Units shall be subject to the limitations set forth in the Plan and in the Company’s Articles of Association
and any shareholders’ agreement to which the holders of ordinary shares of the Company are bound.
|With respect to any Approved 102
Awards, subject to the provisions of Section 102 and any rules or regulation or orders or procedures promulgated thereunder, a Participant
shall not sell or release from trust any Restricted Stock Units, until the lapse of the Holding Period required under Section 102
of the Ordinance. Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section
102 of the Ordinance and under any rules or regulation or orders or procedures promulgated thereunder shall apply to and shall be
borne by such Participant.
|With respect to Unapproved 102 Awards,
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 Shares, all in accordance with the provisions
of Section 102 and the rules, regulation or orders promulgated thereunder.
|The Participant shall not dispose
of any Shares in transactions which violate, in the opinion of the Company, any applicable laws, rules and regulations.
|The Participant agrees that the
Company shall have the authority to endorse upon the certificate or certificates representing the Shares such legends referring to
the foregoing restrictions, and any other applicable restrictions as it may deem appropriate (which do not violate the Participant’s
rights according to this Restricted Stock Units Agreement).
|Any tax consequences arising from
this grant, from the payment for Restricted Stock Units or from any other event or act (of the Company and/or its Affiliates, the
Trustee or the Participant), hereunder, shall be borne solely by the Participant. The Company and/or its Affiliates and/or the Trustee
shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes
at source. Furthermore, the Participant hereby 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.
Participant will not be entitled to receive from the Company and/or the Trustee any Restricted Stock Units prior to the full payments
of the Participant’s tax liabilities arising from Restricted Stock Units which were granted to him/her. For the avoidance of
doubt, neither the Company nor the Trustee shall be required to release any share certificate to the Participant until all payments
required to be made by the Participant have been fully satisfied.
|The receipt of the Restricted Stock Units may result
in tax consequences. THE PARTICIPANT IS ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING THIS AWARD
OR DISPOSING OF THE SHARES.
|With respect to Approved 102 Restricted
Stock Units, the Participant hereby acknowledges that he/she is familiar with the provisions of Section 102 and the regulations and
rules promulgated thereunder, including without limitations the type of the Award granted hereunder and the tax implications applicable
to such grant. The Participant accepts the provisions of the trust agreement signed between the Company and the Trustee, attached
as Exhibit C hereto, and agrees to be bound by its terms.
|The Participant hereby agrees that
the terms of section 102 of the Ordinance shall apply regarding to the Restricted Stock Units granted.
|The Participant is obliged not to
sell or remove from the Trustee the Restricted Stock Units granted to him/her prior to the end of restricted period as defined by
|The Participant is aware of the
directives set forth in Section 102, and of the tax route that was chosen under Section 102 and its implications.
|The Participant hereby accepts the
terms of the Trust Agreement signed between the Company and the Trustee.
|Notwithstanding anything to the
contrary, in case that a Participant is entitled to receive dividend in cash, the proceeds of such dividend may be wired to the Participant,
after deduction of all applicable taxes.
|Prior to the issuance of the Restricted
Stock Units by the Company to the Participant, the Participant hereby agrees to sign any and all documents required by any applicable
law and/or by the Company’s Articles of Association or bylaws.
|Confidentiality. The Participant
shall regard the information in this Restricted Stock Units Agreement and its exhibits attached hereto as confidential information
and the Participant shall not reveal its contents to anyone except when required by law or for the purpose of obtaining legal or
|Continuation of Employment or
Service. Neither the Plan nor this Restricted Stock Units Agreement shall impose any obligation on the Company or an Affiliate
to continue the Participant’s employment or service and nothing in the Plan or in this Restricted Stock Units Agreement shall
confer upon the Participant any right to continue in the employ or service of the Company and/or an Affiliate or restrict the right
of the Company or an Affiliate to terminate such employment or service at any time.
|Entire Agreement. Subject
to the provisions of the Plan, to which this Restricted Stock Units Agreement is subject, this Restricted Stock Units Agreement,
together with the exhibits hereto, constitute the entire agreement between the Participant and the Company with respect to Restricted
Stock Units granted hereunder, and supersedes all prior agreements, understandings and arrangements, oral or written, between the
Participant and the Company with respect to the subject matter hereof.
|Failure to Enforce – Not
a Waiver. The failure of any party to enforce at any time any provisions of this Restricted Stock Units Agreement or the Plan
shall in no way be construed to be a waiver of such provision or of any other provision hereof.
|Provisions of the Plan. The
Restricted Stock Units provided for herein are granted pursuant to the Plan and said Restricted Stock Units and this Restricted Stock
Units Agreement are in all respects governed by the Plan and subject to all of the terms and provisions of the Plan.
|Any interpretation of this Restricted
Stock Units Agreement will be made in accordance with the Plan but in the event there is any contradiction between the provisions
of this Restricted Stock Units Agreement and the Plan, the provisions of the Restricted Stock Units Agreement will prevail.
|Binding Effect. The Plan
and this Restricted Stock Units Agreement shall be binding upon the heirs, executors, administrators and successors of the parties
|Notices. All notices or other
communications given or made hereunder shall be in writing and shall be delivered or mailed by registered mail or delivered by email
or facsimile with written confirmation of receipt to the Participant and/or to the Company at the addresses shown on the letterhead
above, or at such other place as the Company may designate by written notice to the Participant. The Participant is responsible for
notifying the Company in writing of any change in the Participant’s address, and the Company shall be deemed to have complied
with any obligation to provide the Participant with notice by sending such notice to the address indicated herein.
Pluristem Therapeutics Inc.:
the undersigned, hereby acknowledge receipt of a copy of the Plan and accept the Restricted Stock Units subject to all of the terms and
provisions thereof. I have reviewed the Plan and this Restricted Stock Units Agreement in its entirety, have had an opportunity to obtain
the advice of counsel prior to executing this Restricted Stock Units Agreement, and fully understand all provisions of this Restricted
Stock Units Agreement. I agree to notify the Company upon any change in the residence address indicated herein.
A and Exhibit B: Terms of the Restricted Stock Units
C: 2019 Equity Compensation Plan
D: Trust Agreement
OF THE RESTRICTED STOCK UNITS AWARD
of the Participant:
Number of Restricted Stock Units granted: