“External Director” means a
Director serving as an external director under the relevant
provisions of the Companies Law;
“Independent Director”
means a Director serving as an independent director in accordance
with the Qualified Exchange Regulations, who has been duly
appointed as such under the Qualified Exchange Regulations,
subsequent to the Company’s Regulation 5D Election;
“Key Individual” means the
CEO, the CFO, and any other officer or employee of the Company
identified by the Company’s management as a key individual for the
initial ramp up;
“Lead Independent Director”
means the person so designated in Section 1(a) of this Compensation
Schedule, upon such person’s due appointment as an Independent
Director;
the “Proxy Statement” means
the proxy statement to which this Annex is attached;
“market cap” means the
Company’s market capitalization, as per a metric to be determined
by the Board, after receiving the approval and recommendation of
the Compensation Committee.
“Qualified Exchange” means
a non-Israeli exchange qualified for certain leniencies under the
Companies Law Regulations, and “Qualified Exchange Regulations” means
the applicable laws, regulations, rules referenced thereby;
“Regulation 5D Election”
means the Company’s election, upon or subsequent to Uplisting and
pursuant to the Companies Law Regulations, to comply with the
Qualified Exchange Regulations in
lieu of Companies Law provisions regarding External
Directors and the composition of the Audit and Compensation
Committees;
“RSU” or “restricted shares” means shares or
stock options, under the terms of the Company’s 2021 Equity
Incentive Plan, vesting over a 3-year period (34%/34%/32% vesting
schedule), or other vesting schedule if so specified, to be granted
at dates and/or intervals which shall be determined in advance by
the Board in its discretion, after receiving the approval and
recommendation of the Compensation Committee;
“salary” means an annual
salary, to be paid in quarterly installments;
“shares” or “stock” means shares of the Company’s
common stock before the reverse split contemplated in the Proxy
Statement (the “Reverse
Split”), and/or shares of the Company’s common stock after
the Reverse Split, after adjusting for the Reverse Split;
a $-based amount of shares or RSUs
or shares means a quantity of shares or RSUs derived from
such $ amount, based on such parameters and/or mechanism(s)
that the Board may set forth in its discretion, in advance of the
issue of such shares or RSUs, after receiving the approval and
recommendation of the Compensation Committee;
“stock options” means
options to purchase stock at par value;
“Shareholders” means
holders of shares entitled to vote as such at a Shareholders’
Meeting;
“up to” implies a maximum
amount, under which the Board may, in its uncontrolled discretion,
approve none, some, or all of the amount described subsequent;
and
“Uplisting” means the
listing of the Company’s common stock for trade on a Qualified
Exchange.