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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On July 29, 2019, Protalix BioTherapeutics, Inc. (the “Company”)
announced that its Board of Directors has appointed Mr. Eyal Rubin to serve as the Company’s new Senior Vice President and
Chief Financial Officer, effective September 22, 2019. As announced on July 22, 2019, Yossi Maimon has notified the Company
of his resignation from his position as the Company’s Vice President and Chief Financial Officer to pursue other opportunities.
Mr. Maimon has agreed to work together with the Company’s finance and accounting teams to ensure a smooth transition of the
Company’s financial and accounting functions until Mr. Rubin begins.
Mr. Rubin, 44, brings to Protalix more than 20 years of finance
and capital markets experience, an extensive background in financial planning and operations, management and strategy and a deep
knowledge of the biotechnology and pharmaceutical industries. He most recently served as Executive Vice President and Chief Financial
Officer of BrainStorm Cell Therapeutics Inc. (“BrainStorm”), a publicly traded biotechnology company, where he was
responsible for all corporate finance, accounting and investor relations activities. Prior to his role at BrainStorm, Mr. Rubin
served at Teva Pharmaceutical Industries Ltd. (“Teva”) in several roles, most recently as Vice President, Head of Corporate
Treasury. In this role, Mr. Rubin was responsible for Teva’s cash operations and cash management, as well as Teva’s
equity and debt capital markets transactions. Mr. Rubin holds a BA in Financing and IT Systems from the College of Management,
Israel, where he graduated Summa Cum Laude with a specialization in Financing and IT Systems, and an MBA from Bar-Ilan University,
Israel, where he graduated Summa Cum Laude with a specialization in Finance.
In connection with his appointment, the Company and Mr. Rubin
have entered into a written Employment Agreement, dated July 28, 2019 (the “Employment Agreement”). Pursuant to the
Employment Agreement, Mr. Rubin will receive a monthly base salary of 80,000 New Israeli Shekels (approximately $22,680), and Mr.
Rubin is entitled to an annual discretionary bonus subject to the sole discretion of the Company’s Board of Directors (the
“Board”). The Board shall determine the bonus on the basis of agreed-upon annual objectives, which shall include both
measurable and strategic parameters. He is also entitled to a one-time bonus of US$400,000 upon the occurrence of certain change
of control transactions. The monthly salary is subject to cost of living adjustments from time to time as may be required by law.
The Board also granted to Mr. Rubin, as of the effective date
of his employment, options to purchase 800,000 shares of the Company’s common stock at an exercise price equal to the closing
sales price of the Company’s common stock on the NYSE American for the last trading day immediately preceding the effective
date of the grant. The options shall vest over four years on a quarterly basis, subject to certain conditions. Vesting of the options
will be accelerated in full upon a Corporate Transaction or a Change in Control, as those terms are defined in the Company’s
2006 Stock Incentive Plan, as amended. Subject to the Board’s approval, Mr. Rubin shall be entitled to Restricted Share Units
(“RSU”) in an aggregate value of US $100,000, on an annual basis, subject to an annual compensation plan of the Company,
to be approved by the Company’s Compensation Committee and adopted by the Board no later than December 31, 2019.
The Employment Agreement is terminable by the Company on 180
days written notice, and by Mr. Rubin on 90 days written notice, for any reason during its term. The Company may terminate the
Employment Agreement for cause without notice. Mr. Rubin is entitled to be insured by the Company under a Manager’s Policy
or Pension Fund, in lieu of severance, as well as company contributions towards vocational studies, annual recreational allowances,
a Company car, a Company laptop and a Company phone. Mr. Rubin is entitled to 24 working days of vacation. He is also entitled
to indemnification and to be an insured in the Company’s D&O insurance policy, as are the Company’s other executive
officers and directors.
The foregoing description of the Employment Agreement is a summary
and is qualified in its entirety by reference to the Employment Agreement, which is attached hereto as Exhibit 10.1 and is incorporated
by reference herein. A copy of a press release announcing the appointment is filed as Exhibit 99.1 to this Current Report.