PLX Protalix BioTherapeutics Inc

On June 8, 2020, Protalix BioTherapeutics, Inc. (the “Company”) announced the appointment of Yael Hayon, Ph.D. to serve as the Company’s new Vice President, Research and Development, effective July 5, 2020. On June 2, 2020, Yoseph Shaaltiel, Ph.D. retired from his position as the Company’s Executive Vice President, Research and Development, effective June 15, 2020.

Dr. Hayon, 37, brings to Protalix over a decade of experience in pharmaceutical research in development, both in the scientific operations and the administrative functions. She most recently served as Vice President of Clinical Affairs of Syqe Medical Ltd., Tel-Aviv, where she, among other things, established the clinical and medical global strategy, and was responsible for providing strategic input on the regulatory development plan. Prior to her role at Syqe Medical, Dr. Hayon served as the Head of R&D Israeli Site of LogicBio Therapeutics, Inc., Cambridge, Massachusetts, where she managed LogicBio’s Israeli-based Research and Development facility and was involved in strategic decision-making. From 2014 through 2016 she served as the R&D Manager, Stem Cell Medicine Ltd., Jerusalem, Israel. Dr. Hayon holds a Ph.D. in Neurobiology/Hematology, and an MS.c. in Neurobiology, both from the Hebrew University Faculty of Medicine, Jerusalem, Israel.

In connection with her appointment, the Company and Dr. Hayon have entered into a written employment agreement, dated June 7, 2020 (the “Hayon Employment Agreement”). Pursuant to the Hayon Employment Agreement, Dr. Hayon will receive a monthly base salary of 56,000 New Israeli Shekels (NIS) (approximately $16,210), and Dr. Hayon is entitled to discretionary bonuses from time to time at the sole discretion of the Company’s Board of Directors.

The Board also granted to Dr. Hayon, as of the effective date of her employment, options to purchase 129,771 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 Amended and Restated Stock Incentive Plan, as amended (the “Plan”).

The Hayon Employment Agreement is terminable by the Company or Dr. Hayon on 30 days’ written notice for any reason during its term. The Company may terminate the Hayon Employment Agreement for cause without notice. Dr. Hayon 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 and a Company laptop, and to contributions to cover cellular phone costs. Dr. Hayon is entitled to 20 working days of vacation, which is subject to annual increases. She 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 Hayon Employment Agreement is a summary and is qualified in its entirety by reference to the Employment Agreement attached hereto as Exhibit 10.1 which is incorporated by reference herein. A copy of a press release announcing the appointment is filed as Exhibit 99.1 to this Current Report.

On June 7, 2020, the Company’s Compensation Committee approved the promotion of Einat Brill Almon, Ph.D. to Sr. Vice President and Chief Development Officer. Dr. Almon first joined Protalix Ltd. in December 2004, originally as a Senior Director and later as Vice President, and became the Company’s Senior Vice President, Product Development in 2006. She has many years of experience in the management of life science projects and companies, including biotechnology and agrobiotech, with direct experience in clinical, device and scientific software development, as well as a strong background and work experience in intellectual property.

In connection with her promotion, the Company and Dr. Almon have entered into a written amended and restated employment agreement, dated June 7, 2020 (the “Almon Employment Agreement”). Pursuant to the Almon Employment Agreement, Dr. Almon’s monthly base salary was increased to NIS 80,000 (approximately $23,000), and she is entitled to discretionary bonuses from time to time based on significant achievements, at the Board’s discretion. In addition, Dr. Almon was granted a $100,000 cash bonus earned as compensation for milestones achieved during calendar year 2019 and a $100,000 cash bonus in connection with the submission of the biologics license application (BLA) to the U.S. Food and Drug Administration for PRX-102, and she is entitled to additional cash bonuses upon the achievement of certain milestones. She is also entitled to a one-time bonus of $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 Dr. Almon options under the Plan to purchase 196,995 shares of the Company’s common stock at an exercise price of $3.59 per share, 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 Plan.

The Almon Employment Agreement is terminable by the Company on 180 days written notice, and by Dr. Almon on 90 days written notice, for any reason during its term. The Company may terminate the Employment Agreement for cause without notice. Dr. Almon remains 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 cellular phone. She remains entitled to 29 working days of vacation. She also remains 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 Almon Employment Agreement is a summary and is qualified in its entirety by reference to the Amended and Restated Employment Agreement attached hereto as Exhibit 10.2 which is incorporated by reference herein.

The Company’s 2020 Annual Meeting of Stockholders (the “Meeting”) was held on June 7, 2020. At the Meeting, as described in Item 5.07 below, the Company’s stockholders approved amendments to the Plan to increase the number of shares of common stock available under the Plan from 2,384,165 shares to 5,725,171 shares, as described under Proposal 4 of the Company’s definitive proxy statement filed on Schedule 14A with the U.S. Securities and Exchange Commission on April 15, 2020.