For the reasons set forth in the accompanying Proxy Statement, our Board of Directors recommends that you vote ‘‘FOR’’ Proposals 1 – 6 and “AGAINST” Proposals 7 – 9 on the agenda for the Meeting. |
Very truly yours, Jeff Dykan Chairman of the Board of Directors Yokneam Ilit, Israel [_], 2022 |
1. | To reelect |
2. | To approve an amendment to the Company’s 2014 Incentive Compensation Plan to increase the number of shares available for issuance thereunder by 4,400,000 ordinary shares. |
3. | To approve (i) |
4. | To approve the terms of consulting services by Randel E. Richner, a member of the Board. |
5. | To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2022 and until the next annual meeting of shareholders, and to authorize the Board, upon recommendation of the audit committee, to fix the remuneration of said independent registered public accounting firm. |
6. | To approve, on an advisory basis, the Company’s executive compensation, commonly referred to as a “Say-on-Pay” vote. |
7. | To consider a shareholder proposal by Creative Value Capital Limited Partnership (“CVC”) to elect two shareholder nominees named in the Proxy Statement, each as a Class II director of the Board, to serve until the 2025 annual meeting of shareholders and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law. |
8. | To consider a shareholder proposal by CVC to amend the Company’s Articles of Association to declassify the Board and remove certain supermajority vote provisions for director removal immediately following the Meeting. |
9. | To consider a shareholder proposal by CVC to remove three of the Company’s directors immediately following the Meeting. |
10. | To report on the business of the Company for the year ended December 31, 2021 and review the 2021 financial statements. |
To act upon any other matters that may properly come before the Meeting or any adjournment or postponement thereof. |
For the reasons set forth in the accompanying Proxy Statement, our Board of Directors recommends that you vote ‘‘FOR’’ Proposals 1 – 6 and “AGAINST” Proposals 7 – 9 on the agenda for the Meeting. |
By Order of the Board of Directors, Jeff Dykan Chairman of the Board of Directors Yokneam Ilit, Israel |
2 | |
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42 | |
49 | |
50 | |
PROPOSAL 7 – ELECTION OF SHAREHOLDER NOMINEES | 50 |
53 | |
56 | |
| |
| |
A-1 | |
B-1 |
1. | To |
2. | To approve an amendment to the Company’s 2014 Incentive Compensation Plan to increase the number of shares available for issuance thereunder by 4,400,000 ordinary shares. |
3. | To approve (i) |
4. | To approve the terms of consulting services by Randel E. Richner, a member of the Board. |
5. | To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2022, and until the next annual meeting of shareholders, and to authorize the Board, upon recommendation of the audit committee, to fix the remuneration of said independent registered public accounting firm. |
6. | To approve, on an advisory basis, the Company’s executive compensation, commonly referred to as a “Say-on-Pay” vote. |
7. | To consider a shareholder proposal by Creative Value Capital Limited Partnership (“CVC”) to elect two shareholder nominees named in the Proxy Statement, each as a Class II director of the Board, to serve until the 2025 annual meeting of shareholders and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law. |
8. | To consider a shareholder proposal by CVC to amend the Company’s Articles of Association to declassify the Board and remove certain supermajority vote provisions for director removal immediately following the Meeting. |
9. | To consider a shareholder proposal by CVC to remove three of the Company’s directors immediately following the Meeting. |
10. | To report on the business of the Company for the year ended December 31, 2021 and review the 2021 financial statements. |
To act upon any other matters that may properly come before the Meeting or any adjournment or postponement thereof. |
Q: | When and where is the Annual General Meeting of Shareholders being held? |
A: | The Meeting will be held on |
Q: | Who can attend the Meeting? |
A: | Any shareholder of the Company may attend. Please note that space limitations make it necessary to limit attendance to shareholders. Admission will be on a first-come, first-served basis, subject to any applicable COVID-19 protocols and regulations. Current proof of ownership of ReWalk’s shares as of the Record Date (as defined below), as well as a form of personal photo identification, must be presented in order to be admitted to the Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must bring a current brokerage statement or other form of proof reflecting ownership as of the Record Date (as defined below) with you to the Meeting. No cameras, recording equipment, electronic devices, use of cell phones or other mobile devices, large bags or packages will be permitted at the Meeting. |
Q: | Who is entitled to vote? |
A: | Only holders |
A: | You may vote in person. Ballots will be passed out at the Meeting to anyone who wants to vote at the Meeting. If you choose to do so, please bring the enclosed proxy card or proof of identification. If you are a shareholder of record, meaning that your shares are held directly in your name, you may vote in person at the Meeting. However, if your shares are held in “street name” (that is, though a bank, broker or other nominee), you must first obtain a signed proxy from the record holder (that is, your bank, broker or other nominee) |
Q: | What is the difference between holding shares as a shareholder of record and holding shares in “street name”? Will my shares be voted if I do not provide my proxy? |
A: | Many ReWalk shareholders hold their shares in “street name,” meaning through a bank, broker or other nominee rather than directly in their own name. As explained in this Proxy Statement, there are some distinctions between shares held of record and shares owned in “street name.” |
Q: | Does ReWalk recommend I vote in advance of the Meeting? |
A: | Yes. Even if you plan to attend the Meeting, we recommend that you vote your shares in advance so that your vote will be counted if you later decide not to attend the Meeting. |
Q: | If I vote by proxy, can I change my vote or revoke my proxy? |
A: | Yes. You may change your proxy instructions at any time prior to the vote at the Meeting. If you are a shareholder of record, you may do this by: |
Q: | How are my votes cast when I submit a proxy vote? |
A: | When you submit a proxy vote, you appoint Jeff Dykan, Larry Jasinski and Almog Adar, or any of them, as your representative(s) at the Meeting. Your shares will be voted at the Meeting as you have instructed. |
Q: | What does it mean if I receive more than one proxy |
A: | It means that you have multiple accounts at the transfer agent or with brokers. Please sign and return all proxy cards to ensure that all of your shares are voted. |
Q: | What constitutes a quorum? |
A: | In order for us to conduct business at the Meeting, two or more shareholders must be present, in person or by proxy, representing at least 33-1/3% of the ordinary shares outstanding as of the Record Date. This is referred to as a quorum. |
Q: | What happens if a quorum is not present? |
A: | If a quorum is not present, the Meeting will be adjourned to the same day at the same time the following week, or to such day and at such time and place as the Chairman of the meeting may determine with the consent of the holders of a majority of the shares present in person or by proxy and voting on the question of adjournment. |
Q: | How will votes be counted? |
A: | Each outstanding ordinary share is entitled to one vote for each proposed resolution to be voted on at the Meeting. Our Articles of Association do not provide for cumulative voting. |
Q: | What are the requirements for approval of each of the proposals and how will votes (and discretionary voting) be handled? |
A: | The following chart details the votes required for each of the proposals, the treatment of abstentions and broker non-votes for each of the proposals, and whether the proposals permit discretionary voting. |
Proposal | Votes Required | Treatment of Abstentions and Broker Non-Votes | Broker Discretionary Voting |
Proposals 1.a., 1.b. and 1.c: Election of three Class II directors for a three-year term expiring in 2025 | Affirmative vote of a simple majority of the votes cast by shareholders in person or by proxy at the Meeting on the proposal (an “Ordinary Majority”). The results of the voting for Proposals 1.a., 1.b. and 1.c. will be considered together with the results of the voting for Proposals 7.a. and 7.b. To the extent more than three directors receive the affirmative vote of the holders of shares representing a majority of the voting power represented at the Meeting in person or by proxy and voting thereon, the three nominees who receive the highest number of affirmative votes in favor of their election will be elected to serve as Class II directors. | Abstentions and broker non-votes will not be treated as either a vote “FOR” or “AGAINST” the proposals. | No. |
Proposal 2: Approval of an amendment to the Company’s 2014 Incentive Compensation Plan to increase the number of shares available for issuance thereunder | An Ordinary Majority. | Abstentions and broker non-votes will not be treated as either a vote “FOR” or “AGAINST” the proposal. | No. |
Proposals 3.a. and 3.b.: Subject to approval of Proposal 2, approval of a grant of equity awards to the Company’s Chief Executive Officer | Affirmative vote of an Ordinary Majority. In addition, a Special Majority, as discussed below, is required under Israeli law for approval of Proposals 3.a. and 3.b. | Abstentions and broker non-votes will not be treated as either a vote “FOR” or “AGAINST” the proposals. | No. |
Proposal 4: Approval of the terms of consulting services by a member of the Board. | Affirmative vote of an Ordinary Majority. | Abstentions and broker non-votes will not be treated as either a vote “FOR” or “AGAINST” the proposal. | No. |
Proposal 5: Reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2022. | Affirmative vote of an Ordinary Majority. | Because brokers have discretionary authority to vote on Proposal 5, we do not expect for there to be any broker non‑votes for Proposal 5, and abstentions will not be treated as either a vote “FOR” or “AGAINST” the proposal. | Yes. |
Proposal 6: Approval, on an advisory basis, of the compensation of the Company’s named executive officers. | Affirmative vote of an Ordinary Majority. | Abstentions and broker non-votes will not be treated as either a vote “FOR” or “AGAINST” the proposal. | No. |
Proposals 7.a. and 7.b.: Shareholder proposal regarding the election of two shareholder nominees as Class II directors for a three-year term expiring in 2025. | Affirmative vote of an Ordinary Majority. The results of the voting for Proposals 7.a. and 7.b. will be considered together with the results of the voting for Proposals 1.a., 1.b. and 1.c. To the extent more than three directors receive the affirmative vote of an Ordinary Majority, the three nominees who receive the highest number of affirmative votes in favor of their election will be elected to serve as Class II directors. | Abstentions and broker non-votes will not be treated as either a vote “FOR” or “AGAINST” the proposals. | No. |
Proposal 8: Shareholder proposal to amend the Company’s Articles of Association to declassify the Board and remove certain supermajority vote provisions for director removal immediately following the Meeting. | Affirmative vote of 65% or more of the voting power of our issued and outstanding ordinary shares. | Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the proposal. | No. |
Proposal 9: Shareholder proposal to remove three of the Company’s directors immediately following the Meeting. | Affirmative vote of 65% or more of the voting power of our issued and outstanding ordinary shares. | Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the proposal. | No. |
Q: | How will my shares be voted if I do not provide instructions on the proxy card? |
A: | If you are the record holder of your shares and return a properly executed proxy card to us at least 24 hours before the Meeting, but do not specify on your proxy card how you want to vote your shares, your shares will be voted |
Q: | Where do I find the voting results of the Meeting? |
A: | We plan to announce preliminary voting results at the Meeting. The final voting results will be reported following the Meeting on the “Investors” portion on our website at www.rewalk.com and in a Current Report on Form 8-K that |
Q: | Who will bear the costs of solicitation of proxies for the Meeting? |
A: | ReWalk will bear the costs of solicitation of proxies for the Meeting. In addition to solicitation by mail, directors, officers and employees of ReWalk may solicit proxies from shareholders by telephone, in person or otherwise. Such directors, officers and employees will not receive additional compensation, but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. Brokers, nominees, fiduciaries and other custodians have been requested to forward soliciting material to the beneficial owners of ordinary shares held of record by them, and such custodians will be reimbursed by ReWalk for their reasonable out-of-pocket expenses. |
Q: | Who can I contact for more information or questions about the Meeting or the Proposals on the agenda for the Meeting? |
A: | Please contact our proxy solicitor, Morrow Sodali, for more information or questions about the Meeting or any of the Proposals on the agenda for the Meeting. They can be reached by calling +1 (800) 662-5200 or banks and brokers can call toll-free within the United States at +1 (203) 658-9400, or by emailing RWLK@investor.morrowsodali.com. |
Q: | Can a shareholder express an opinion on a proposal prior to the Meeting? |
A: | In accordance with the Israel Companies Law and regulations promulgated thereunder, any ReWalk shareholder may submit a position statement on its behalf, expressing its position on an agenda item for the Meeting, to ReWalk Robotics Ltd., 3 Hatnufa Street, Floor 6, Yokneam Ilit 2069203, Israel, Attention: Director of Finance, or by facsimile to +972-4-959-0125, no later than |
Board Diversity Matrix (As of May [2], 2022) | ||||||||
Board Diversity Matrix (As of [_], 2022) | Board Diversity Matrix (As of [_], 2022) | |||||||
Total Number of Directors | 9 | 9 | ||||||
Female | Male | Non-Binary | Did Not Disclose Gender | Female | Male | Non-Binary | Did Not Disclose Gender | Part I: Gender Identity |
Directors | 1 | 7 | — | 1 | 1 | 7 | — | 1 |
Part II: Demographic Background | ||||||||
African American or Black | — | — | — | — | — | — | — | — |
Alaskan Native or Native American | — | — | — | — | — | — | — | — |
Asian | — | 1 | — | — | — | 1 | — | — |
Hispanic or Latinx | — | — | — | — | — | — | — | — |
Native Hawaiian or Pacific Islander | — | — | — | — | — | — | — | — |
White | 1 | 6 | — | 1 | 1 | 6 | — | 1 |
Two or More Races or Ethnicities | — | — | — | — | — | — | — | — |
LGBTQ+ | — | — | — | — | — | — | — | — |
Did Not Disclose Demographic Background | — | — | — | 1 | — | — | — | 1 |
The Audit Committee Yohanan Engelhardt Dr. John William Poduska Wayne B. Weisman |
(1) each person, or group of affiliated persons, known to us to beneficially own more than 5% of our outstanding ordinary shares; |
Ordinary Shares Beneficially Owned | ||||||||
Name | Number of Shares | Percentage | ||||||
5%-or-More Beneficial Owners: | ||||||||
Lind Global Funds(1) | 8,038,134 | 12.9 | % | |||||
Named Executive Officers and Directors: | ||||||||
Larry Jasinski(2) | 174,583 | * | ||||||
Jeff Dykan(3)(4) | 75,732 | * | ||||||
Yohanan Engelhardt(5) | 30,585 | * | ||||||
Wayne B. Weisman(3)(6) | 87,020 | * | ||||||
Aryeh (Arik) Dan(7) | 31,145 | * | ||||||
Yasushi Ichiki(7) | 31,146 | * | ||||||
Randel Richner(8) | 41,385 | * | ||||||
Dr. John William Poduska(8) | 31,647 | * | ||||||
Ori Gon(10) | 58,471 | * | ||||||
Jeannine Lynch | - | - | ||||||
Joseph Turk | - | - | ||||||
All directors and executive officers as a group (11 persons) (11) | 447,369 | * |
Ordinary Shares Beneficially Owned | ||||||||
Name | Number of Shares | Percentage | ||||||
5%-or-More Beneficial Owners: | ||||||||
Lind Global Funds(1) | 8,147,072 | 13.0 | % | |||||
Named Executive Officers, Directors and Shareholder Nominees: | ||||||||
Larry Jasinski(2) | 165,870 | * | ||||||
Jeff Dykan(3)(4) | 75,718 | * | ||||||
Yohanan Engelhardt(5) | 30,585 | * | ||||||
Wayne B. Weisman(3)(6) | 87,020 | * | ||||||
Aryeh (Arik) Dan(7) | 31,145 | * | ||||||
Yasushi Ichiki(8) | 31,146 | * | ||||||
Randel Richner(9) | 41,385 | * | ||||||
Dr. John William Poduska(10) | 31,647 | * | ||||||
Ori Gon(11) | 58,471 | * | ||||||
Jeannine Lynch | - | - | ||||||
Joseph Turk(12) | 10,683 | - | ||||||
Hadar Levy(13) | - | - | ||||||
Ronen Grossman(13) | - | - | ||||||
All directors and executive officers as a group (11 persons) (14) | 464,950 | * |
* | Ownership of less than 1%. |
(1) | Based on a Form |
(2) | Consists of |
(3) | Based on Section 13(d) and 16 filings made with the SEC, consists of 40,707 ordinary shares beneficially owned by SCP Vitalife Partners II, L.P., or SCP Vitalife Partners II, a limited partnership organized in the Cayman Islands, 13,596 ordinary shares beneficially owned by SCP Vitalife Partners (Israel) II, L.P., or SCP Vitalife Partners Israel II, a limited partnership organized in Israel, and 1,571 ordinary shares currently held by the Israel Innovation Authority (formerly known as the Office of the Chief Scientist of the State of Israel), or the IIA, that Vitalife Partners Overseas, Vitalife Partners Israel and Vitalife Partners DCM have the right to acquire from IIA. SCP Vitalife II Associates, L.P., or SCP Vitalife Associates, a limited partnership organized in the Cayman Islands, is the general partner of the SCP Vitalife Partners II and SCP Vitalife Partners Israel II, and SCP Vitalife II GP, Ltd., or SCP Vitalife GP, organized in the Cayman Islands, is the general partner of SCP Vitalife Associates. As such, SCP Vitalife GP may be deemed to beneficially own the 54,303 ordinary shares beneficially owned by SCP Vitalife Partners II and SCP Vitalife Israel Partners II. Jeff Dykan and Wayne B. Weisman are the directors of SCP Vitalife GP and, as such, share voting and dispositive power over the shares held by the foregoing entities. As such, they may be deemed to beneficially own 55,874 ordinary shares, consisting of the 54,303 ordinary shares beneficially owned by SCP Vitalife GP, as well as the ordinary shares beneficially owned by each of Vitalife Partners Overseas, Vitalife Partners Israel and Vitalife Partners DCM and held by IIA. The principal business address of SCP Vitalife Partners II, SCP Vitalife Associates, SCP Vitalife GP, and Messrs. Churchill and Weisman is c/o SCP Vitalife Partners II, L.P., 1200 Liberty Ridge Drive, Suite 300, Wayne, Pennsylvania 19087. The principal business address of SCP Vitalife Partners Israel II, Vitalife Partners Israel, Vitalife Partners Overseas, Vitalife Partners DCM, Mr. Dykan and Dr. Ludomirski is c/o SCP Vitalife Partners (Israel) II, L.P., 32B Habarzel Street, Ramat Hachayal, Tel Aviv 69710, Israel. |
(4) | Consists of |
(5) | Consists of 30,585 ordinary shares. |
(6) | Consists of 30,645 ordinary shares, |
(7) | Consists of 30,644 ordinary shares, and exercisable options to purchase 501 ordinary shares. |
(8) | Consists of 30,645 ordinary shares, and exercisable options to purchase 501 ordinary shares. |
Consists of | |
Consists of 30,645 ordinary shares, | |
Consists of 52,150 ordinary shares and exercisable options to purchase 6,321 ordinary shares. Mr. Gon resigned as Chief Financial Officer, effective March 12, 2022. | |
Consists of 10,683 shares underlying RSUs vesting within 60 days. | |
(13) | Based on information provided by the Shareholder Nominees. We do not assume responsibility for the accuracy of this information. |
(14) | Consists of (i) |
Name | Fees Earned in Cash ($) | RSU Awards ($) | Total ($) | |||||||||
Jeff Dykan | 63,872 | (2) | 25,832 | (1) | 89,704 | |||||||
Aryeh (Arik) Dan | 65,081 | (3) | 25,832 | (1) | 90,913 | |||||||
Yohanan Engelhardt | 68,677 | (4) | 25,832 | (1) | 94,509 | |||||||
Yasushi Ichiki | 51,749 | (5) | 25,832 | (1) | 77,581 | |||||||
Dr. John William Poduska | 69,069 | (6) | 25,832 | (1) | 94,901 | |||||||
Randel Richner | 58,775 | (7) | 25,832 | (1) | 84,607 | |||||||
Wayne B. Weisman | 67,071 | (8) | 25,832 | (1) | 92,903 |
(1) | Amounts represent the aggregate grant date fair value of an award of 13,888 RSUs issued under the Amended and Restated 2014 |
(2) | Represents $25,836 earned by Mr. Dykan as an annual retainer for serving as our Chairman on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation (as discussed below), $7,978 for attending meetings of the Board of Directors, $9,834 for serving as a member of the mergers and acquisitions committee and $1,474 for serving as a member of the Company’s nomination and governance committee. |
(3) | Represents $25,836 earned by Mr. Dan as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation, $8,795 for attending meetings of the Board of Directors, $5,396 for serving as a member of the compensation committee, $4,830 for serving as a member of the mergers and acquisitions committee and $1,474 for serving as a member of the Company’s nomination and governance committee. |
(4) | Represents $25,836 earned by Mr. Engelhardt as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation, $9,360 for attending meetings of the Board of Directors, $4,107 for serving as the chairman of the audit committee, $9,834 for serving as a member of the mergers and acquisitions committee and $790 for serving as a member of the Company’s finance committee established for its securities offerings. |
(5) | Represents $25,836 earned by Mr. Ichiki as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation and $7,163 for attending meetings of the Board of Directors. |
(6) | Represents $25,836 earned by Dr. Poduska as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation, $9,360 for attending meetings of the Board of Directors, $4,107 for serving as a member of the audit committee, $5,396 for serving as the chairman of the compensation committee, $4,830 for serving as a member of the mergers and acquisitions committee and $790 for serving as a member of the Company’s finance committee established for its securities offerings. |
(7) | Represents $25,836 earned by Ms. Richner as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation, $9,360 for attending meetings of the Board of Directors and $4,829 for serving as a member of the mergers and acquisitions committee. |
(8) | Represents $25,836 earned by Mr. Weisman as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation, $8,544 for attending meetings of the Board of Directors, $4,107 for serving as a member of our audit committee and $9,834 for serving as a member of the mergers and acquisitions committee. |
Name | Number of Shares | |||
Jeff Dykan | 7,445 | (1) | ||
Aryeh (Arik) Dan | 7,445 | |||
Yohanan Engelhardt | 6,944 | |||
Yasushi Ichiki | 7,445 | |||
Dr. John William Poduska | 7,946 | |||
Randel Richner | 6,944 | |||
Wayne B. Weisman | 7,445 | (2) |
(1) | See “Security Ownership of Certain Beneficial Owners and Management” above for further information on Mr. Dykan’s holdings in our ordinary shares. |
(2) | See “Security Ownership of Certain Beneficial Owners and Management” above for further information on Mr. Weisman’s holdings in our ordinary shares. |
Name | Age | Position |
Larry Jasinski | Chief Executive Officer and Director | |
Almog Adar | 38 | Director of Finance |
Jeannine Lynch | 57 | Vice President of Market Access and Strategy |
Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Plan ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||||||||||
Larry Jasinski, Chief Executive Officer and Director(4) | 2021 | 400,196 | 248,327 | 279,000 | (5) | — | — | 927,533 | |||||||||||||||||||
2020 | 391,400 | 164,388 | 498,000 | (6) | — | — | 1,053,788 | ||||||||||||||||||||
Ori Gon, Former Chief Financial Officer(7). (8) | 2021 | 209,609 | 64,859 | 126,750 | (9) | — | 79,972 | (10) | 481,190 | ||||||||||||||||||
2020 | 191,687 | 40,451 | 222,400 | (11) | __ | 71,278 | (12) | 525,816 | |||||||||||||||||||
Jeannine Lynch, Vice President of Market Access and Strategy (13) | 2021 | 107,897 | 98,560 | 175,000 | (14) | — | — | 381,457 |
(1) | Represents one-time discretionary cash bonuses to each of the Named Executive Officers. |
(2) | Amounts represent the aggregate grant date fair value of such awards computed in accordance with FASB ASC Topic 718. The fair value of RSUs granted is determined based on the price of the Company’s ordinary shares on the date of grant. The fair value of options awards was estimated at the date of grant using a Black-Scholes-Merton option pricing model with assumptions related to expected volatility, risk free rate, dividend yield, expected term (in years) and ReWalk share price. |
(3) | Amounts reported in this column include benefits and perquisites, including those mandated by Israeli law. Such benefits and perquisites include payments, contributions and/or allocations for social benefits and car expenses. |
(4) | Mr. Jasinski does not receive any additional compensation for his services as a director. See “Director Compensation” above. |
(5) | Consists of 150,000 RSUs that were granted under the 2014 Plan to Mr. Jasinski on May 21, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date. |
(6) | Consists of 300,000 RSUs that were granted under the 2014 Plan to Mr. Jasinski on June 18, 2020, which vest ratably in four equal annual installments starting on the first anniversary of the grant date. |
(7) | Mr. Gon resigned as Chief Financial Officer, effective as of March 12, 2022. |
(8) | The amounts set forth for Mr. Gon in the columns “Salary,” “Non-Equity Incentive Plan,” and “All Other Compensation” represent payments, contributions and/or allocations that were made in NIS, and have been translated to U.S. dollars according to the average exchange rate on the applicable period. |
(9) | Consists of 75,000 RSUs that were granted under the 2014 Plan to Mr. Gon on June 30, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date. |
(10) | Consists of $59,105 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $20,867 with respect to Mr. Gon’s personal use of a Company-leased car. |
(11) | Consists of 150,000 RSUs that were granted under the 2014 Plan to Mr. Gon on July 2, 2020, which vest ratably in four equal annual installments starting on the first anniversary of the grant date, and 10,000 RSUs that were granted under the 2014 Plan to Mr. Gon on July 2, 2020, which vested immediately on the date of grant. |
(12) | Consists of $54,350 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $16,928 with respect to Mr. Gon’s personal use of a Company-leased car. |
(13) | Ms. Lynch joined the Company effective August 31, 2021. |
(14) | Consists of 125,000 RSUs that were granted under the 2014 Plan to Ms. Lynch on August 31, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date. |
Name and Principal Position | Salary ($) | Non-Equity Incentive Plan ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||||||||
Miri Pariente, Vice President of Operations, Regulatory and Quality(4) | ||||||||||||||||||||||||
187,807 | 41,950 | 72,085 | (5) | — | 91,989 | (6) | 393,831 | |||||||||||||||||
David Hexner, Vice President of Research and Development(4). | ||||||||||||||||||||||||
144,124 | 32,626 | 12,675 | (5) | — | 67,299) | (6) | 256,724 |
(1) | Represents one-time discretionary cash bonuses to each of the officers listed herein. |
(2) | Amounts represent the aggregate grant date fair value of such awards computed in accordance with FASB ASC Topic 718. The fair value of RSUs granted is determined based on the price of the Company’s ordinary shares on the date of grant. The fair value of options awards was estimated at the date of grant using a Black-Scholes-Merton option pricing model with assumptions related to expected volatility, risk free rate, dividend yield, expected term (in years) and ReWalk share price. |
(3) | Amounts reported in this column include benefits and perquisites, including those mandated by Israeli law. Such benefits and perquisites include payments, contributions and/or allocations for social benefits and car expenses. |
(4) | The amounts set forth for each of Ms. Pariente and Mr. Hexner in the columns “Salary,” “Non-Equity Incentive Plan,” and “All Other Compensation” represent payments, contributions and/or allocations that were made in NIS, and have been translated to U.S. dollars according to the average exchange rate on the applicable period. |
(5) | Consists of 10,000 RSUs that were granted under the 2014 Plan to Ms. Pariente on January 1, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date, and 32,500 RSUs that were granted under the 2014 Plan to Ms. Pariente on June 30, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date., and |
(6) | Consists of $55,217 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $36,772 with respect to Ms. Pariente’s personal use of a Company-leased car. |
(7) | Consists of 7,500 RSUs that were granted under the 2014 Plan to Mr. Hexner on June 30, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date. |
(8) | Consists of $44,508 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $22,791 with respect to Mr. Hexner’s personal use of a Company-leased car. |
Option Awards | Stock Awards | |||||||||||||||
Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(2)($) | |||||||||
Larry Jasinski | 5/1/2012 | (3) | 6,619 | — | 32.93 | 5/1/2022 | ||||||||||
5/10/2012 | (4) | 3,308 | — | 32.93 | 5/10/2022 | |||||||||||
12/24/2013 | (5) | 5,641 | — | 37.14 | 12/24/2023 | |||||||||||
6/27/2017 | (6) | 5,000 | 52.50 | 6/27/2027 | ||||||||||||
5/3/2018 | (7) | 7,655 | 1,094 | 26.88 | 5/3/2028 | |||||||||||
3/27/2019 | (8) | 8,542 | 3,883 | 5.37 | 3/27/2029 | |||||||||||
5/3/2018 | (9) | 438 | 539 | |||||||||||||
3/27/2019 | (10) | 1,243 | 1,529 | |||||||||||||
6/18/2020 | (11) | 225,000 | 276,250 | |||||||||||||
5/21/2021 | (12) | 150,000 | 184,500 | |||||||||||||
Ori Gon | 2/22/2018 | (13) | 3,619 | 242 | 28.75 | 2/22/2028 | ||||||||||
5/3/2018 | (7) | 2,296 | 329 | 27.11 | 5/3/2028 | |||||||||||
2/22/2018 | (15) | 179 | 220 | |||||||||||||
5/03/2018 | (9) | 132 | 162 | |||||||||||||
6/1/2019 | (15) | 1,500 | 1,845 | |||||||||||||
7/2/2020 | (16) | 112,500 | 138,375 | |||||||||||||
6/30/2021 | (17) | 75,000 | 92,250 | |||||||||||||
Jeannine Lynch | 8/31/2021 | (18) | 125,000 | 153,750 |
Option Awards | Stock Awards | |||||||||||||||
Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(2)($) | |||||||||
Larry Jasinski | 5/1/2012 | (3) | 6,619 | — | 32.93 | 5/1/2022 | ||||||||||
5/10/2012 | (4) | 3,308 | — | 32.93 | 5/10/2022 | |||||||||||
12/24/2013 | (5) | 5,641 | — | 37.14 | 12/24/2023 | |||||||||||
6/27/2017 | (6) | 5,000 | 52.50 | 6/27/2027 | ||||||||||||
5/3/2018 | (7) | 7,655 | 1,094 | 26.88 | 5/3/2028 | |||||||||||
3/27/2019 | (8) | 8,542 | 3,883 | 5.37 | 3/27/2029 | |||||||||||
5/3/2018 | (9) | 438 | 539 | |||||||||||||
3/27/2019 | (10) | 1,243 | 1,529 | |||||||||||||
6/18/2020 | (11) | 225,000 | 276,250 | |||||||||||||
5/21/2021 | (12) | 150,000 | 184,500 | |||||||||||||
Ori Gon | 2/22/2018 | (13) | 3,619 | 242 | 28.75 | 2/22/2028 | ||||||||||
5/3/2018 | (7) | 2,296 | 329 | 27.11 | 5/3/2028 | |||||||||||
2/22/2018 | (15) | 179 | 220 | |||||||||||||
5/03/2018 | (9) | 132 | 162 | |||||||||||||
6/1/2019 | (15) | 1,500 | 1,845 | |||||||||||||
7/2/2020 | (16) | 112,500 | 138,375 | |||||||||||||
6/30/2021 | (17) | 75,000 | 92,250 | |||||||||||||
Jeannine Lynch | 8/31/2021 | (18) | 125,000 | 153,750 |
(1) | Represents grant dates of the stock option and RSU awards. |
(2) | The amount listed in this column represents the product of the closing market price of the Company’s ordinary shares as of December 31, 2021 ($1.23) multiplied by the number of shares subject to the award. |
(3) | Option awards became vested and exercisable a rate of 1/12th the original number of ordinary shares subject thereto on a quarterly basis commencing on May 1, 2012. |
(4) | Option awards vested at a rate of 1/12th the original number of ordinary shares subject thereto on a quarterly basis commencing on May 10, 2012. |
(5) | Option awards vested at a rate of 1/48th the original number of ordinary shares subject thereto on a quarterly basis commencing on January 23, 2014. |
(6) | Option awards vested with respect to 1/4th of the original number of ordinary shares subject thereto on June 27, 2018 and vested thereafter at a rate of 1/16th of the original number of shares on a quarterly basis commencing on September 27, 2018. |
(7) | Option awards vested with respect to 1/4th of the original number of ordinary shares subject thereto on May 3, 2019 and thereafter at a rate of 1/16th of the original number of shares on a quarterly basis commencing on August 3, 2019 and ending on May 3, 2022. |
(8) | Option awards vested with respect to 1/4th of the original number of ordinary shares subject thereto on March 27, 2020 and thereafter at a rate of 1/16th of the original number of shares on a quarterly basis commencing on June 27, 2020 and ending on March 27, 2023. |
(9) | RSUs vested with respect to 1/4th of the original number of shares on an annual basis commencing on May 3, 2019 and ending on May 3, 2022. |
(10) | RSUs vested with respect to 1/4th of the original number of shares on an annual basis commencing on March 27, 2020 and ending on March 27, 2023. |
(11) | RSUs vested with respect to 1/4th of the original number of shares on an annual basis commencing on June 18, 2021 and ending on June 18, 2024. |
(12) | RSUs vested with respect to 1/4th of the original number of shares on an annual basis commencing on May 21, 2022 and ending on May 21, 2025. |
(13) | Option awards vested with respect to 1/4th of the original number of ordinary shares subject thereto on February 22, 2019 and thereafter at a rate of 1/16th of the original number of shares on a quarterly basis commencing on May 22, 2019 and ending on May 22, 2022. |
(14) | RSUs vested with respect to 1/4th of the original number of ordinary shares subject thereto on February 22, 2019 and vest thereafter at a rate of 1/16th of the original number of shares on a quarterly basis commencing on May 22, 2019 and ending on May 22, 2022. |
(15) | RSUs vest with respect to 1/3rd of the original number of shares on an annual basis commencing on June 1, 2020 and ending on June 1, 2023. |
(16) | RSUs vested with respect to 1/4th of the original number of shares on an annual basis commencing on July 2, 2021 and ending on July 2, 2024. |
(17) | RSUs vested with respect to 1/4th of the original number of shares on an annual basis commencing on June 30, 2022 and ending on July 2, 2025. |
(18) | RSUs vested with respect to 1/4th of the original number of shares on an annual basis commencing on August 31, 2022 and ending on August 31, 2025. |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)(2) | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)(3) | |||||||||
Equity compensation plans approved by security holders | 1,418,116 | $ | 1.67 | 233,957 | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 1,418,116 | $ | 1.67 | 233,957 |
(1) | Represents shares issuable under our (i) 2014 Plan upon exercise of options outstanding to purchase 41,160 shares and upon the settlement of outstanding RSUs with respect to 1,356,284 shares, (ii) 2012 Equity Incentive Plan upon exercise of options outstanding to purchase 20,672 shares. |
(2) | The weighted average remaining term for the expiration of stock options is 4.55 years. |
(3) | Represents shares available for future issuance under our 2014 Plan. |
2014 Plan | ||||||||
Name and Position | Dollar Value | Number of RSUs | ||||||
Larry Jasinski(1) Chief Executive Officer and Director | N/A | (2) | 200,000 |
(1) | This grant is subject to shareholder approval pursuant to Proposal 3. For more information on this grant, see Proposal 3 below. |
(2) | This grant will be made effective on the date of the Meeting, and, as such, the dollar value is not currently known. |
1. | a simple majority of shares voted at the Meeting excluding the shares of controlling shareholders, if any, and of shareholders who have a personal interest in the approval of the applicable resolution, be voted “FOR” the resolution; or |
2. | the total number of shares of non-controlling shareholders and of shareholders who do not have a personal interest in the approval of the resolution voted against approval of the applicable resolution does not exceed two percent of the outstanding voting power in the Company. |
2020 | 2021 | |||||||
($ in thousands) | ||||||||
Audit Fees(1) | $ | 295 | $ | 275 | ||||
Audit-Related Fees(2) | $ | 10 | $ | - | ||||
Tax Fees(3) | $ | 17 | $ | 17 | ||||
All Other Fees(4) | $ | 3 | $ | 3 | ||||
Total: | $ | 325 | $ | 295 |
(1) | “Audit fees” include fees for services performed by our independent public accounting firm in connection with our annual audit for 2020 and 2021, fees related to the review of quarterly financial statements, fees related to our at-the-market equity offering program, follow-on offering of ordinary shares and follow-on offering of ordinary shares and warrants and fees for consultation concerning financial accounting and reporting standards. |
(2) | “Audit-related fees” relate to assurance and associated services that are traditionally performed by an independent auditor, including accounting consultation and consultation concerning financial accounting, reporting standards and due diligence. |
(3) | “Tax fees” include fees for professional services rendered by our independent registered public accounting firm for tax compliance, transfer pricing and tax advice on actual or contemplated transactions. |
(4) | “All other fees” include fees for services rendered by our independent registered public accounting firm with respect to government incentives and other matters. |
• | Shareholders whose shares are registered in their own name should contact American Stock Transfer & Trust Company by telephone at 1-800-937-5449 or by mail at 6201 15th Avenue, Brooklyn, N.Y. 11219, and inform it of their request; and |
By Order of the Board of Directors, Jeff Dykan Chairman of the Board of Directors |
(a) | Give any Employee or Non-Employee Director the right to be retained in the service of the Company and/or an Affiliate, whether in any particular position, at any particular rate of compensation, for any particular period of time or otherwise; |
(b) | Restrict in any way the right of the Company and/or an Affiliate to terminate, change or modify any Employee’s employment or any Non-Employee Director’s service as a Director at any time with or without cause; |
(c) | Confer on any Consultant any right of continued relationship with the Company and/or an Affiliate, or alter any relationship between them, including any right of the Company or an Affiliate to terminate, change or modify its relationship with a Consultant; |
(d) | Constitute a contract of employment or service between the Company or any Affiliate and any Employee, Non-Employee Director or Consultant, nor shall it constitute a right to remain in the employ or service of the Company or any Affiliate; |
(e) | Give any Employee, Non-Employee Director or Consultant the right to receive any bonus, whether payable in cash or in Shares, or in any combination thereof, from the Company and/or an Affiliate, nor be construed as limiting in any way the right of the Company and/or an Affiliate to determine, in its sole discretion, whether or not it shall pay any Employee, Non-Employee Director or Consultant bonuses, and, if so paid, the amount thereof and the manner of such payment; or |
(f) | Give any Participant any rights whatsoever with respect to an Award except as specifically provided in the Plan and the Award Agreement. |
(a) | Determine which Affiliates shall be covered by the Plan; |
(b) | Determine which Employees, Non-Employee Directors and/or Consultants are eligible to participate in the Plan; |
(c) | Grant Awards (including substitutes for Awards), and modify the terms and conditions of any Awards, on such terms and conditions as the Committee determines necessary or appropriate to permit participation in the Plan by individuals otherwise eligible to so participate, or otherwise to comply with applicable laws or conform to applicable requirements or practices of the applicable jurisdictions; |
(d) | Establish Subplans and adopt or modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable. Any subplans and modifications to Plan terms and procedures established under this Section 18.18 by the Committee shall be attached to the Plan as appendices; and |
(e) | Take any action, before or after an Award is made, that the Committee, in its discretion, deems advisable to obtain approval or comply with any necessary local government regulatory exemptions or approvals. |
1. | GENERAL |
1.1. | This appendix (the: “Appendix”) shall apply only to Israeli Participants (as defined below). The provisions specified hereunder shall form an integral part of the Amended and Restated ReWalk Robotics Ltd. 2014 Incentive Compensation Plan (hereinafter: the “Plan”, the “Company”), which applies to the issuance of Awards to employees, directors, consultants and service provides of the Company or its Affiliates. |
1.2. | This Appendix is effective with respect to Awards granted as of 30 days from the date it was submitted with the ITA and shall comply with Section 102 (as defined below). |
1.3. | This Appendix is to be read as a continuation of the Plan and only modifies Awards granted to Israeli Participants (as defined below) so that they comply with the requirements set by the Israeli law in general, and in particular with the provisions of Section 102 (as specified herein), as may be amended or replaced from time to time. For the avoidance of doubt, this Appendix does not add to or modify the Plan in respect of any other category of Participants. |
1.4. | The Plan and this Appendix are complimentary to each other and shall be deemed as one. Subject to Section 1.3 above, in any case of contradiction, whether explicit or implied, between any definitions and/or provisions of this Appendix and the Plan, the provisions set out in this Appendix shall prevail. |
1.5. | Any capitalized terms not specifically defined in this Appendix shall be construed according to the interpretation given to it in the Plan. |
2. | DEFINITIONS |
2.1. | “Affiliate” means any “employing company” within the meaning of Section 102(a) of the Ordinance. |
2.2. | “Approved 102 Award” means an Award granted pursuant to Section 102(b) of the Ordinance and held in trust by a Trustee for the benefit of the Employee. |
2.3. | “Capital Gain Award (CGA)” means an Approved 102 Award 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. |
2.4. | “Controlling Shareholder” shall have the meaning ascribed to it in Section 102 of the Ordinance. |
2.5. | “Employee” means an Israeli Participant who is employed by the Company or its Affiliates, including an individual who is serving as an “office holder” as define din the Israeli Companies Law, 1999, as amended from time to time, but excluding any Controlling Shareholder. |
2.6. | “Israeli Participant” means a person who is a resident of the state of Israel or who is deemed to be a resident of the state of Israel for Israeli tax purposes, and receives or holds an Award under the Plan and this Appendix. |
2.7. | “ITA” means the Israeli Tax Authorities. |
2.8. | “Ordinary Income Award (OIA)” means an Approved 102 Award 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. |
2.9. | “102 Award” means any Award granted to Employees pursuant to Section 102 of the Ordinance and any other rulings, procedures and clarifications promulgated thereunder or issued by the ITA. |
2.10. | “3(i) Award” means an Award granted pursuant to Section 3(i) of the Ordinance to any person who is a Non-Employee. |
2.11. | “Israeli Award Agreement” notwithstanding Section 2.4 of the Plan, for the purpose of this Appendix, Israeli Award Agreement shall mean a written agreement entered into and signed by the Company and an Israeli Participant that sets out the terms and conditions of an Award. |
2.12. | “Non-Employee” means an Israeli Participant who is a consultant, adviser, service provider, Controlling Shareholder or any other person who is not an Employee. |
2.13. | “Ordinance” means the Israeli Income Tax Ordinance New Version 1961 as now in effect or as hereafter amended. |
2.14. | “Section 102” means section 102 of the Ordinance, the Income Tax Rules (Tax Relief for Issuance of Shares to Employees), 2003, and any other rules, regulations, orders or procedures promulgated thereunder as now in effect or as hereafter amended. |
2.15. | “Trustee” means any person 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. |
2.16. | “Unapproved 102 Award” means an Award granted pursuant to Section 102(c) of the Ordinance and not held in trust by a Trustee. |
3. | ISSUANCE OF AWARDS |
3.1. | Notwithstanding Article V of the Plan and in addition thereto, any Israeli Participants eligible for participation in the Plan and this Appendix as Israeli Participants shall include any Employee and/or Non‑Employee of the Company or of any of the Company’s Affiliates; provided, however, that (i) Employees may only be granted 102 Awards; and (ii) Non-Employees and/or Controlling Shareholders may only be granted 3(i) Awards. |
3.2. | The Company may designate Awards granted to Employees pursuant to Section 102 as Unapproved 102 Awards or Approved 102 Awards. |
3.3. | The grant of Approved 102 Awards shall be made under this Appendix, and shall be conditioned upon the approval of this Appendix by the ITA. |
3.4. | Approved 102 Awards may either be classified as Capital Gain Awards (“CGAs”) or Ordinary Income Awards (“OIAs”). |
3.5. | No Approved 102 Awards may be granted under this Appendix to any eligible Employee, unless and until, the Company’s election of the type of Approved 102 Awards as CGA or OIA granted to Employees (the “Election”), is appropriately filed with the ITA. Such Election shall become effective beginning the first date of grant of an Approved 102 Award under this Appendix and shall remain in effect until the end of the year following the year during which the Company first granted Approved 102 Awards. The Election shall obligate the Company to grant only the type of Approved 102 Award it has elected, and shall apply to all Israeli Participants who were granted Approved 102 Awards during the period indicated herein, all in accordance with the provisions of Section 102(g) of the Ordinance. For the avoidance of doubt, such Election shall not prevent the Company from granting Unapproved 102 Awards simultaneously. |
3.6. | All Approved 102 Awards must be held in trust by a Trustee, as described in Section 4 below. |
3.7. | For the avoidance of doubt, the designation of Unapproved 102 Awards and Approved 102 Awards shall be subject to the terms and conditions set forth in Section 102. |
4. | TRUSTEE |
4.1. | The terms and conditions applicable to the trust relating to Section 102 shall be set forth in an agreement signed by the Company and the Trustee (the “Trust Agreement”). |
4.2. | Approved 102 Awards which shall be granted under this Appendix and/or any Shares allocated or issued upon exercise or vesting of such Approved 102 Awards and/or other rights granted thereunder and/or shares received subsequently following any realization of rights, including without limitation bonus shares, shall be allocated or issued to the Trustee and held for the benefit of the Employee for no less than such period of time as required by Section 102 (the “Holding Period”). In case the requirements for Approved 102 Awards are not met, then the Approved 102 Awards shall be regarded as Unapproved 102 Awards, all in accordance with the provisions of Section 102. |
4.3. | Notwithstanding anything to the contrary, the Trustee shall not release any Shares allocated or issued upon exercise or vesting of Approved 102 Awards prior to the full payment of the Employee’s tax liabilities, if any, arising from Approved 102 Awards which were granted to him/her and/or any Shares allocated or issued upon exercise or vesting of such Awards. |
4.4. | With respect to any Approved 102 Award, subject to the provisions of Section 102, an Israeli Participant shall not sell or release from trust any Share received upon the exercise or vesting of an Approved 102 Award and/or any rights granted thereunder and/or share received subsequently following any realization of rights, including without limitation, bonus shares, until the lapse of the Holding Period required under Section 102. Notwithstanding the above, if any such sale or release occurs during the Holding Period, the sanctions under Section 102 shall apply to and shall be borne solely by such Israeli Participant. Subject to the foregoing, the Trustee may, pursuant to a written or electronic request from the Participant, release and transfer such Shares to a designated third party, provided that both of the following conditions have been fulfilled prior to such release or transfer: (i) payment has been made to the ITA of all taxes required to be paid upon the release and transfer of the Shares, and confirmation of such payment has been received by the Trustee and (ii) the Trustee has confirmed with the Company that all requirements for such release and transfer have been fulfilled according to the terms of the Company’s corporate documents, the Plan, the Israeli Award Agreement and any Applicable Law. |
4.5. | Upon receipt of any Approved 102 Award, if requested to do so by the Company. Affiliate or the Trustee, the Employee 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 this Appendix, or any Approved 102 Award or Share granted to him thereunder. |
4.6. | Without derogating from the provisions of Article XVI of the Plan, the provisions of Section 16.1 of the Plan shall apply also to the Trustee. Accordingly, Trustee shall also have withholding rights as further described in Section 16.1 of the Plan. |
4.7. | In the case of 102 Awards, the Trustee shall have no rights as a shareholder of the Company with respect to the Shares covered by such Award until the Trustee becomes the record holder for such Shares for the Participant’s benefit, and the Israeli Participant shall have no rights as a shareholder of the Company with respect to the Shares covered by the Award until the date of the release of such Shares from the Trustee to the Israeli Participant and the transfer of record ownership of such Shares to the Israeli Participant. |
5. | THE AWARDS |
6. | FAIR MARKET VALUE |
7. | EXERCISE OF AWARDS THAT ARE OPTIONS TO PURCHASE SHARES |
8. | ASSIGNABILITY AND SALE OF AWARDS |
8.1. | Notwithstanding any other provision of the Plan, no Award or any right with respect thereto, or purchasable hereunder, whether fully paid or not, shall be assignable, transferable or given as collateral or any right with respect to them given to any third party whatsoever, and during the lifetime of the Israeli Participant each and all of such Israeli Participant’s rights with respect to an Award shall belong only to the Israeli Participant. Any such action made directly or indirectly, for an immediate validation or for a future one, shall be void. |
8.2. | As long as Awards or Shares purchased or issued hereunder are held by the Trustee on behalf of the Israeli Participant, all rights of the Israeli Participant over the Awards and/or Shares are personal, cannot be transferred, assigned, pledged or mortgaged, other than by will or laws of descent and distribution, provided that the transferee thereof shall be subject to the provisions of Section 102 as would have been applicable to the deceased Participant were he or she to have survived. |
9. | INTEGRATION OF SECTION 102 AND TAX ASSESSING OFFICER’S PERMIT |
9.1. | With regards to Approved 102 Awards, the provisions of the Plan and/or the Appendix and/or the Israeli Award Agreement shall be subject to the provisions of Section 102 and the Tax Assessing Officer’s permit and/or any pre-rulings obtained by the ITA, and the said provisions, permit and/or pre-rulings shall be deemed an integral part of the Plan and of the Appendix and of the Israeli Award Agreement. |
9.2. | Any provision of Section 102 and/or the said permit and/or pre-rulings 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 or the Appendix or the Israeli Award Agreement, shall be considered binding upon the Company and the Israeli Participants. |
10. | DIVIDEND |
11. | VOTING RIGHTS |
12. | TAX CONSEQUENCES |
12.1. | Notwithstanding anything to the contrary in Article XVI of the Plan and solely for the purpose of Awards granted under this Appendix, any tax consequences arising from the grant, exercise or vesting of any Award, from the payment for Shares covered thereby or from any other event or act (of the Company, and/or its Affiliates, and the Trustee or the Israeli Participant), hereunder, shall be borne solely by the Israeli Participant. The Company and/or its Affiliates, and/or the Trustee shall withhold taxes according to the requirements under Applicable Law, including withholding taxes at source. Furthermore, the Israeli 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 or indexation thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Israeli Participant. |
12.2. | The Company and/or, when applicable, the Trustee shall not be required to release any share certificate to a Israeli Participant until all required payments have been fully made. |
12.3. | With respect to Unapproved 102 Award, if the Israeli Participant ceases to be employed by the Company or any Affiliate, the Israeli 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. |
12.4. | Each Participant agrees to, and undertakes to comply with, any ruling, settlement, closing agreement or other similar agreement or arrangement with any tax authority in connection with the foregoing which is approved by the Company. |
13. | ISRAELI PARTICIPANT’S UNDERTAKINGS |
14. | TERM OF PLAN AND APPENDIX |
15. | GOVERNING LAW & JURISDICTION |
16. | NO PAYMENT FOR RESTRICTED STOCK UNITS |
17. | NO PAYMENTS IN CASH |
1. | SPECIAL PROVISIONS FOR U.S. TAXPAYERS |
1.1. | This Appendix (this “Appendix”) to the ReWalk Robotics Ltd. 2014 Incentive Compensation Plan (the “Plan”) was adopted by the Board pursuant to Section 18.18 of the Plan. This Appendix shall become effective on the Effective Date. |
1.2. | The provisions of this Appendix apply only to Participants who are subject to U.S. federal income tax (any such Participant, a “U.S. Taxpayer”). |
1.3. | This Appendix is to be read as a continuation of the Plan and only applies with respect to Options and other Awards granted under the Plan to U.S. Taxpayers. The purpose of this Appendix is to establish certain rules and limitations applicable to Options and other Awards that may be granted or issued under the Plan to U.S. Taxpayers from time to time, in compliance with applicable tax, securities and other applicable laws currently in force. For the avoidance of doubt, this Appendix does not add to or modify the Plan in respect of any other category of Israeli Participants (as defined in Appendix B to the Plan). |
1.4. | The Plan and this Appendix are complimentary to each other and shall be deemed as one. Subject to Section 1.3 of this Appendix, in any case of contradiction, whether explicit or implied, between any definitions and/or provisions of this Appendix and the Plan, the provisions set out in this Appendix shall prevail. |
1.5. | Section references in this Appendix shall refer to Sections of the Plan, unless expressly indicated otherwise. |
2. | DEFINITIONS |
2.1. | “Code” means the United States Internal Revenue Code of 1986, as it may be amended from time to time, including rules and regulations promulgated thereunder and successor provisions and rules and regulations thereto. |
2.2. | “Disability” means for purposes of any ISO, a “permanent and total disability” as defined in Section 22(e)(3) of the Code. |
2.3. | “Fair Market Value” has the meaning assigned to such term in the Plan; provided that the Committee shall determine Fair Market Value in a manner that satisfies the applicable requirements of Code Sections 409A and 422. |
2.4. | “Incentive Stock Option” or “ISO” means a right to purchase Shares under the Plan in accordance with the terms and conditions set forth in Article VI of the Plan and which is designated as an Incentive Stock Option and which is intended to meet the requirements of Section 422 of the Code. |
2.5. | “Nonqualified Stock Option” or “NQSO” means a right to purchase Shares under the Plan in accordance with the terms and conditions set forth in Article VI of the Plan and which is not intended to meet the requirements of Section 422 of the Code or otherwise does not meet such requirements. |
2.6. | “Subsidiary” means any present or future corporation which is or would be a “subsidiary corporation” of the Company as the term is defined in Section 424(f) of the Code. |
3. | INCENTIVE STOCK OPTIONS |
3.1. | Any Substitute Awards granted under the Plan shall be subject to compliance with the ISO rules under Code Section 422 and the nonqualified deferred compensation rules under Code Section 409A, where applicable. |
3.2. | The provisions of Section 4.2 of the Plan shall, in the case of ISOs, be subject to any limitations applicable thereto under the Code. |
3.3. | The total number of Shares that may be delivered pursuant to Incentive Stock Options granted under the Plan shall be the number of Shares determined in accordance with Section 4.1 of the Plan, as adjusted pursuant to Section 4.2 of the Plan, but without application of Section 4.2(d). |
3.4. | The Committee shall determine any adjustment, substitution or change pursuant to Section 4.3 of the Plan after taking into account, among other things, to the extent applicable, the provisions of the Code applicable to Incentive Stock Options and the provisions of Section 409A of the Code. |
3.5. | Each Award Agreement relating to an Option shall specify whether such Option is intended to be a ISO or an NQSO. To the extent that any Option granted to a U.S. Taxpayer does not qualify as an ISO (whether because of its provisions or the time or manner of its exercise or otherwise), such Option, or the portion thereof which does not so qualify, shall constitute a separate NQSO. |
3.6. | No ISO shall be exercisable later than the tenth (10th) anniversary of its date of grant. |
3.7. | The last sentence of Section 6.5 shall not apply to ISOs. |
3.8. | The right to make a payment of the Option Price of an Incentive Stock Option in the form of already owned Shares, under Section 6.6(a) of the Plan, may be authorized only as of the grant date of such Incentive Stock Option. |
3.9. | No ISO shall be granted to any individual otherwise eligible to participate in the Plan who is not an Employee of the Company or a Subsidiary on the date of granting of such Option. Any ISO granted under the Plan shall contain such terms and conditions, consistent with the Plan, as the Committee may determine to be necessary to qualify such Option as an “incentive stock option” under Section 422 of the Code. Any ISO granted under the Plan may be modified by the Committee to disqualify such Option from treatment as an “incentive stock option” under Section 422 of the Code. |
3.10. | Notwithstanding any intent to grant ISOs, an Option granted under the Plan will not be considered an ISO to the extent that it, together with any other “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to subsection (d) of such Section) under the Plan and any other “incentive stock option” plans of the Company, any Subsidiary and any “parent corporation” of the Company within the meaning of Section 424(e) of the Code, are exercisable for the first time by any Participant during any calendar year with respect to Shares having an aggregate Fair Market Value in excess of $100,000 (or such other limit as may be required by the Code) as of the time the Option with respect to such Shares is granted. The rule set forth in the preceding sentence shall be applied by taking Options into account in the order in which they were granted. |
3.11. | No ISO shall be granted to an individual otherwise eligible to participate in the Plan who owns (within the meaning of Section 424(d) of the Code), at the time the Option is granted, more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or a Subsidiary or any “parent corporation” of the Company within the meaning of Section 424(e) of the Code. This restriction does not apply if at the time such ISO is granted the Option Price of the ISO is at least 110% of the Fair Market Value of a Share on the date such ISO is granted, and the ISO by its terms is not exercisable after the expiration of five years from such date of grant. |
3.12. | Notwithstanding any other provision of the Plan to the contrary, with respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR will expire no later than the expiration of the related ISO; (ii) the value of the payment with respect to the Tandem SAR may not exceed the difference between the Fair Market Value of the Shares subject to the related ISO at the time the Tandem SAR is exercised and the Option Price of the related ISO; and (iii) the Tandem SAR may be exercised only when the Fair Market Value of the Shares subject to the ISO exceeds the Option Price of the ISO. |
3.13. | No ISO or Tandem SAR granted in connection with an ISO may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution or in accordance with Section 12.2 of the Plan. Further, all ISOs and Tandem SARs granted in connection with ISOs granted to a Participant shall be exercisable during his or her lifetime only by such Participant. |
3.14. | The Committee may require a Participant to give prompt written notice to the Company concerning any disposition of Shares received upon the exercise of an ISO within: (i) two (2) years from the date of granting such ISO to such Participant or (ii) one (1) year from the transfer of such Shares to such Participant or (iii) such other period as the Committee may from time to time determine. The Committee may direct that a Participant with respect to an ISO undertake in the applicable Award Agreement to give such written notice described in the preceding sentence, at such time and containing such information as the Committee may prescribe, and/or that the certificates evidencing Shares acquired by exercise of an ISO refer to such requirement to give such notice. |
4. | GRANT DATE FAIR MARKET OPTION PRICE AND GRANT PRICE |
5. | DEFERRED COMPENSATION |
5.1. | It is the intention of the Company that no Award shall be deferred compensation subject to Code Section 409A unless and to the extent that the Committee specifically determines otherwise as provided in Section 5.2 of this Appendix, and the Plan and the terms and conditions of all Awards shall be interpreted and administered accordingly |
5.2. | The terms and conditions governing any Awards that the Committee determines will be subject to Section 409A of the Code, including any rules for payment or elective or mandatory deferral of the payment or delivery of Shares or cash pursuant thereto, and any rules regarding treatment of such Awards in the event of a Change of Control, shall be set forth in the applicable Award Agreement and shall be intended to comply in all respects with Section 409A of the Code, and the Plan and the terms and conditions of such Awards shall be interpreted and administered accordingly. |
5.3. | The Committee shall not extend the period to exercise an Option or Stock Appreciation Right to the extent that such extension would cause the Option or Stock Appreciation Right to become subject to Code Section 409A. |
5.4. | No Dividend Equivalents shall relate to Shares underlying an Option or SAR unless such Dividend Equivalent rights are explicitly set forth as a separate arrangement and do not cause any such Option or SAR to be subject to Code Section 409A. |
5.5. | The Company shall have complete discretion to interpret and construe the Plan and any Award Agreement in any manner that establishes an exemption from (or compliance with) the requirements of Code Section 409A. If for any reason, such as imprecision in drafting, any provision of the Plan and/or any Award Agreement does not accurately reflect its intended establishment of an exemption from (or compliance with) Code Section 409A, as demonstrated by consistent interpretations or other evidence of intent, such provision shall be considered ambiguous as to its exemption from (or compliance with) Code Section 409A and shall be interpreted by the Company in a manner consistent with such intent, as determined in the discretion of the Company. If, notwithstanding the foregoing provisions of this Section 5.5, any provision of the Plan or any Award Agreement would cause a Participant to incur any additional tax or interest under Code Section 409A, the Company shall reform such provision in a manner intended to avoid the incurrence by such Participant of any such additional tax or interest; provided that the Company shall maintain, to the extent reasonably practicable, the original intent and economic benefit to the Participant of the applicable provision without violating the provisions of Code Section 409A. |
5.6. | Notwithstanding the provisions of Section 4.3 to the contrary, (1) any adjustments made pursuant to Section 4.3 to Awards that are considered “deferred compensation” subject to Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code; (2) any adjustments made pursuant to Section 4.3 to Awards that are not considered “deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment, the Awards either (A) continue not to be subject to Section 409A of the Code or (B) comply with the requirements of Section 409A of the Code; and (3) in any event, neither the Committee nor the Board shall have any authority to make any adjustments, substitutions or changes pursuant to Section 4.3 to the extent the existence of such authority would cause an Award that is not intended to be subject to Section 409A of the Code at the Grant Date thereof to be subject to Section 409A of the Code. |
5.7. | If any Award is subject to Section 409A of the Code, the provisions of Article XIV shall be applicable to such Award only to the extent specifically provided in the Award Agreement and permitted pursuant to Section 5.2 of this Appendix. |
6. | SECTION 83(B) ELECTION |
7. | ADJUSTMENTS |
8. | GOVERNING LAW AND JURISDICTION |
1. | SCOPE AND NATURE OF SERVICES. Richner Consultants has agreed to provide Company with the following advisory services: |
1. | Strategic advisory consultation on CMS activities; specific review and editing of CMS submission; review and editing of the company dossier for insurers; coordinating and establishing lobbying efforts with government; review and support with private payers; review and support with VA interaction and other reimbursement related matters as designated and agreed to with the CEO, including international reimbursement activities as needed. |
2. | COMPENSATION. In consideration of the Services to be provided by Richner Consultants under the terms of this Agreement and in the Consulting Engagement, and unless otherwise agreed to in the Consulting Engagement, Company will pay Richner Consultants at a rate of $425 per hour for all hours worked by Richner Consultants specifically and directly related to the performance of the Services agreed to by the parties in the Consulting Engagement. The engagement is capped at a maximum of 282 total hours or $119,850.00 |
3. | REIMBURSEMENT. Richner Consultants will obtain prior written approval from Company for any expenses that are required to be incurred by Richner Consultants in the performance of the Services. |
4. | BILLING AND PAYMENT. Richner Consultants will submit invoices to Company on a monthly basis, with such detail and description as shall be mutually agreeable. Invoices will be sent directly to the attention of the Chairman of the Board and the Chief Executive Officer of the Company for approval. If either of them objects to any portion of an invoice, the Chief Executive Officer shall cause Richner Consultants to be properly notified whereupon Richner Consultants and Company will attempt to resolve any differences in good faith. Any resolution of the disputed invoice will be resubmitted to the Chairman of the Board and Chief Executive Officer for approval. All invoices which have been improved, and whole or in part, shall be paid by Company to Richner Consultants within 30 days after approval. |
5. | TERM/TERMINATION. This Agreement shall commence on the Effective Date and shall terminate on December 31, 2022 or upon completion of the last Consulting Engagement entered into by the parties prior to December 31, 2022, whichever last occurs, provided, however, that no Consulting Engagement shall have a completion date later than March 31, 2023 unless otherwise agreed to by the parties in writing. In addition, either party may cancel this Agreement for cause due to the default of the other party in performing any obligations of that party under this Agreement or a Consulting Engagement. This Agreement and all outstanding Consulting Engagements will be deemed terminated upon the expiration of seven days from the date of delivery to the other party of written notice specifically stating the intention of the party to terminate for cause and specifying the default, unless the other party cures the default within the seven days or else if the default is not the type that can be corrected within seven days, the other party commences the correction within seven days and thereafter uses best efforts to correct the default as expeditiously as possible. Termination does not affect the rights and obligations of the parties existing as of the date of termination. |
6. | CONFIDENTIAL INFORMATION. |
6.1. | “Confidential Information” means (a) any information which is disclosed by Company to Richner Consultants, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, all (i) research, developments, ideas, inventions, processes, formulas, technologies, techniques, specifications, designs, drawings, engineering information, hardware configuration information, algorithms, software, source code, product plans, patent applications and other information regarding Company's products, services and markets therefor; (ii) pre- clinical testing and clinical trial data and results, and all documents, records, materials and information relating thereto, including, without limitation, protocols, investigator brochures, training manuals, procedures, charts, x-rays, angiograms, photographs, images, specimens, and all other documents, reports, forms, records, materials, visual representations and information pertaining to any data or results from such pre-clinical testing or clinical trials; (iii) business processes and relationship information, lists and identities of past, current and prospective customers, suppliers, vendors, consultants and advisors, business plans, marketing plans, market data, finances, financial analysis, forecasts and other business information; and (iv) any technical information, trade secrets or know-how of the Company, and any information relating to the actual or anticipated products, services, business or research and development of the Company shall be considered Confidential Information whether or not disclosed orally or in writing or labeled or identified as “Confidential” at the time of disclosure (collectively, the “Disclosed Materials”); and (b) any information otherwise obtained, directly or indirectly, by Richner Consultants through inspection, review or analysis of the Disclosed Materials, or prepared or generated in whole or in part by Richner Consultants using the Disclosed Materials. Confidential Information may also include information of a third party that is in the possession of Company and is disclosed to Richner Consultants under this Agreement. Confidential Information shall not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by Company; (ii) becomes publicly known and made generally available after disclosure by Company to Richner Consultants through no action or inaction of Richner Consultants; (iii) is already in the possession of Richner Consultants, without confidentiality restrictions, at the time of disclosure by Company as shown by Richner Consultants’ files and records immediately prior to the time of disclosure; or (iv) is independently developed by Richner Consultants without the use of or reference to the Confidential Information of Company, as evidenced by Richner Consultants’ contemporaneous written records. |
6.2. | Maintenance of Confidentiality. Richner Consultants agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of Company. Without limiting the foregoing, Richner Consultants shall take at least those measures that it takes to protect its own confidential information of a similar nature, but in no case less than reasonable care (including, without limitation, all precautions the Richner Consultants employs with respect to its own Confidential Information). Richner Consultants shall ensure that its employees and affiliates who have access to Company’s Confidential Information have signed a non-use and non-disclosure agreement in content at least as protective of such Confidential Information as the provisions of this Agreement prior to any disclosure of such Confidential Information to such employees or affiliate, and will be responsible for any unauthorized use or disclosure of such Confidential Information by any such employees or affiliates. Richner Consultants shall not make any copies of Company’s Confidential Information except upon Company’s prior written approval. Richner Consultants shall reproduce Company’s proprietary rights notices on any such authorized copies, in the same manner in which such notices were set forth in or on the original. Richner Consultants shall promptly notify Company of any use or disclosure of such Confidential Information in violation of this Agreement of which Richner Consultants becomes aware. |
7. | INDEPENDENT CONTRACTOR STATUS. In providing the Services to Company under this Agreement, Richner Consultants will be an independent contractor and not an employee or agent of Company and will not have any authority to make any binding commitments on behalf of Company. All compensation paid to Richner Consultants hereunder shall be paid without deductions of withholdings of any federal, state or local taxes, and Richner Consultants shall be solely responsible for all federal, state and local taxes due in respect thereof and all other deductions as may be required by law. Richner Consultants agrees to comply with all applicable federal, state and local laws governing self-employed individuals, and agrees to indemnify and defend Company against any and all taxes, fines, penalties and interest related thereto. |
8. | MISCELLANEOUS PROVISIONS. |
8.1. | Integration, Modification and Waiver. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior understandings of the parties. No supplement, modification or amendment of this Agreement will be binding unless executed in writing by the parties. No waiver of any of the provisions of this Agreement or any right or remedy of any party hereunder will be deemed to be or will constitute a continuing waiver. No waiver will be binding unless executed in writing by the party making the waiver. |
8.2. | Severability. If any provision of this Agreement or the application of any provision of this Agreement to any party or circumstance is, to any extent, adjudged invalid or unenforceable, the application of the remainder of such provision to such party or circumstance, the application of such provision to other parties or circumstances, and the application of the remainder of this Agreement, will not be affected thereby. |
8.3. | Governing Law. This Agreement will be governed by and construed and enforced in accordance with the Laws of the State of New York, without giving effect to any choice of Law or conflict of Law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of New York. |
8.4. | No Assignment. Neither party may assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the other party. |
8.5. | Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed to have been duly given (a) when delivered in person, (b) when dispatched by electronic facsimile transfer (with a confirmation report that the transmission was successful), (c) one (1) business day after having been dispatched by a nationally recognized overnight courier service or (d) five (5) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, to the appropriate party at the address or facsimile number specified below: |
8.6. | Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or electronic mail (as a portable document format (PDF) file or otherwise) will be effective as delivery of a manually executed counterpart of this Agreement. |
ReWalk Robotics Ltd. By: __________________________________ Name: Larry Jasinski Title: CEO Date signed: _________________________ | RICHNER CONSULTANTS, LLC By: __________________________________ Name: Randel Richner Title: President Date signed: _________________________ |
1. | Strategic review of CMS activities; specific review and editing of CMS submission; review and editing of the company dossier for insurers; coordinating and establishing lobbying efforts with government and trade associations; review and support with private payers; review and support with VA interaction and other reimbursement related matters as designated and agreed to with the CEO including international reimbursement consultation as needed. |
2. | Method of compensation to be paid by ReWalk Robotics Ltd.: |
a. | Hourly rate (not to exceed $425.00/hr.): Cap of 282 hours ($119,850) |
3. | Commencement date of engagement: January 1, 2022 |
4. | Completion date of engagement: December 31, 2022 |
5. | Expenses authorized to be incurred for this consulting engagement: As approved by the CEO |
REWALK ROBOTICS LTD. By: __________________________________ Name: Title: Date signed: _________________________ | RICHNER CONSULTANTS, LLC By: __________________________________ Name: Randel Richner Title: President Date signed: _________________________ |
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE “FOR” PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: ☒ |
FOR | AGAINST | ABSTAIN | FOR | AGAINST | ABSTAIN | |||||||||||
1.a. | To reelect Mr. Larry Jasinski as a Class II director of the board of directors of the Company. | ☐ | ☐ | ☐ | 3.b. | To approve changes to the terms of the base annual compensation to be paid to Mr. Jasinski. | ☐ | ☐ | ☐ | |||||||
Yes | No | |||||||||||||||
1.b. | To reelect Dr. John William Poduska as a Class II director of the board of directors of the Company. | ☐ | ☐ | ☐ | 3.b.i. | To confirm that you are not a controlling shareholder (as defined in the Proxy Statement) and that you do not have a “personal benefit or other interest” (as defined in the Proxy Statement) in this proposal, mark “YES”. Otherwise, mark “NO” to indicate that you are a controlling shareholder or that you do have a “personal benefit or other interest” in this proposal. | ☐ | ☐ | ||||||||
1.c. | To reelect Ms. Randel E. Richner as a Class II director of the board of directors of the Company. | ☐ | ☐ | ☐ | ||||||||||||
2. | To approve an amendment to the Company’s 2014 Incentive Compensation Plan. | ☐ | ☐ | ☐ | ||||||||||||
. | FOR | AGAINST | ABSTAIN | |||||||||||||
4. | To approve the terms of consulting services by Randel E. Richner, a member of the | ☐ | ☐ | ☐ | ||||||||||||
3.a. | Subject to approval of Proposal 2, to approve a grant of equity awards to Larry Jasinski, the Company’s Chief Executive Officer. | ☐ | ☐ | ☐ | ||||||||||||
FOR | AGAINST | ABSTAIN | ||||||||||||||
5. | To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm for the year ending December 31, 2022 and until the next annual meeting of shareholders, and to authorize the Board, upon recommendation of the audit committee, to fix the remuneration of said independent registered public accounting firm. | ☐ | ☐ | ☐ | ||||||||||||
Yes | No | |||||||||||||||
3.a.i. | To confirm that you are not a controlling shareholder (as defined in the Proxy Statement) and that you do not have a “personal benefit or other interest” (as defined in the Proxy Statement) in this proposal, mark “YES”. Otherwise, mark “NO” to indicate that you are a controlling shareholder or that you do have a “personal benefit or other interest” in this proposal. | ☐ | ☐ | |||||||||||||
FOR | AGAINST | ABSTAIN | ||||||||||||||
6. | To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement relating to the 2022 Annual Meeting of Shareholders, pursuant to Item 402 of Regulation S-K of the Securities and Exchange Commission, including the compensation tables and accompanying narrative disclosures. | ☐ | ☐ | ☐ | ||||||||||||
FOR | AGAINST | ABSTAIN | ||||||||||||||
7.a. | Shareholder proposal to elect Mr. Hadar Levy as a Class II director of the board of directors of the Company | ☐ | ☐ | ☐ | ||||||||||||
7.b. | Shareholder proposal to elect Mr. Ronen Grossman as a Class II director of the board of directors of the Company. | ☐ | ☐ | ☐ | ||||||||||||
8. | Shareholder proposal to amend the Company’s Articles of Association to declassify the Board and remove certain supermajority vote provisions for director removal immediately following the Meeting. | ☐ | ☐ | ☐ | ||||||||||||
9. | Shareholder proposal to remove three of the Company’s directors immediately following the Meeting. | ☐ | ☐ | ☐ | ||||||||||||
In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof. | ||||||||||||||||
The undersigned acknowledges receipt of the Notice and Proxy Statement of the Company relating to the Annual Meeting. | ||||||||||||||||
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method. | ☐ | For each of proposal 3.a and proposal 3.b, if you do not mark whether you are a “controlling shareholder’ or have a “personal benefit or other interest” in such proposal, your vote will not be counted in determining the vote on such proposal. |
Signature of Shareholder | Date: | Signature of Shareholder | Date: | ||||
Note: | Please sign exactly as your name or names appear on this Proxy. All holders must sign. When shares are held jointly, the senior of the joint holders must sign. When signing as executor, administrator, attorney, trustee, guardian or other fiduciary, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person. |