06/16/2025 | Press release | Distributed by Public on 06/16/2025 07:16
For the reasons set forth in the accompanying Proxy Statement, our Board of Directors recommends that you vote "FOR" Proposals 1 - 8 on the agenda for the Meeting.
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Very truly yours,
Joseph Turk
Chairman of the Board of Directors
, 2025
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1. |
To reelect three current directors named in the attached proxy statement (the "Proxy Statement"), each as a Class II director of the board of directors of the Company (the "Board" or the "Board of Directors"), to serve until the 2028 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her office is vacated in accordance with the Company's Sixth Amended and Restated Articles of Association (the "Articles of Association") or the Israel Companies Law, 5759-1999 (the "Israel Companies Law").
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2. |
To ratify the compensation payable to Mark Grant, our new President and co-Chief Executive Officer.
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3. |
To approve the annual fees payable to the Company's Chairperson of the Board.
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4. |
To approve the Company's 2025 Incentive Compensation Plan.
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5. |
To ratify the shareholders' previous approval of the equity compensation payable to Randel E. Richner, a member of the Board, in connection with additional consulting services.
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6. |
To approve amendments to the Articles of Association authorizing an increase in the Company's authorized share capital.
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7. |
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, 2025, 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.
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8. |
To approve, on an advisory basis, the Company's executive compensation, commonly referred to as a "Say-on-Pay" vote.
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9. |
To report on the business of the Company for the year ended December 31, 2024, and review the 2024 financial statements.
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10. |
To act upon any other matters that may properly come before the Meeting or any adjournment or postponement thereof.
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By Order of the Board of Directors,
Joseph Turk
Chairman of the Board of Directors
, 2025
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QUESTIONS AND ANSWERS ABOUT THE MEETING
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2
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DATE THESE PROXY MATERIALS ARE FIRST BEING MAILED
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8
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PROPOSAL 1 - ELECTION OF CLASS II DIRECTORS
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9
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CORPORATE GOVERNANCE
|
12
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AUDIT COMMITTEE REPORT
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18
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
19
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DIRECTOR COMPENSATION
|
20
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EXECUTIVE OFFICERS
|
22
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EXECUTIVE COMPENSATION
|
23
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PROPOSAL 2 - RATIFICATION OF THE COMPENSATION PAYABLE TO MARK GRANT, OUR NEW PRESIDENT AND CO-CHIEF EXECUTIVE OFFICER
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33
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PROPOSAL 3 - APPROVAL OF THE ANNUAL FEES PAYABLE TO THE COMPANY'S CHAIRPERSON OF THE BOARD
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35
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PROPOSAL 4 - APPROVAL OF THE COMPANY'S 2025 INCENTIVE COMPENSATION PLAN
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36
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PROPOSAL 5 - RATIFICATION OF THE SHAREHOLDERS' PREVIOUS APPROVAL OF THE ISSUANCE OF EQUITY COMPENSATION TO RANDEL E. RICHNER, A MEMBER OF THE BOARD, IN CONNECTION WITH THE ADDITIONAL CONSULTING SERVICES | 43 |
PROPOSAL 6 - APPROVAL OF AMENDMENTS TO THE COMPANY'S ARTICLES OF ASSOCIATION AUTHORIZING AN INCREASE IN THE COMPANY'S AUTHORIZED SHARE CAPITAL
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45
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PROPOSAL 7 - REAPPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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46
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PROPOSAL 8 - NON-BINDING SHAREHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION
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47 |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
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49 |
DELINQUENT SECTION 16(a) REPORTS
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52 |
REVIEW OF THE COMPANY'S FINANCIAL STATEMENTS FOR 2024
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52 |
PROPOSALS OF SHAREHOLDERS AT 2026 ANNUAL MEETING
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52
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OTHER BUSINESS
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53 |
ADDITIONAL INFORMATION
|
54
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APPENDIX A - EMPLOYMENT AGREEMENT WITH MARK GRANT
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A-1
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APPENDIX B - 2025 INCENTIVE COMPENSATION PLAN
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B-1
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APPENDIX C - SECOND AMENDMENT TO CONSULTING AGREEMENT
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C-1 |
1. |
To reelect three current directors named in this Proxy Statement, each as a Class II director of the Board, to serve until the 2028 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her office is vacated in accordance with the Company's Sixth Amended and Restated Articles of Association (the "Articles of Association") or the Israel Companies Law, 5759-1999 (the "Israel Companies Law").
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2. |
To ratify the compensation payable to Mark Grant, our new President and co-Chief Executive Officer.
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3. |
To approve the annual fees payable to the Company's Chairperson of the Board.
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4. |
To approve the Company's 2025 Incentive Compensation Plan.
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5. |
To ratify the shareholders' previous approval of the equity compensation payable to Randel E. Richner, a member of the Board, in connection with additional consulting services.
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6. |
To approve amendments to the Articles of Association authorizing an increase in the Company's authorized share capital.
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7. |
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, 2025, 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.
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8. |
To approve, on an advisory basis, the Company's executive compensation, commonly referred to as a "Say-on-Pay" vote.
|
9. |
To report on the business of the Company for the year ended December 31, 2024, and review the 2024 financial statements.
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10. |
To act upon any other matters that may properly come before the Meeting or any adjournment or postponement thereof.
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Q: |
When and where is the Annual General Meeting of Shareholders being held?
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A: |
The Meeting will be held on Friday, August 1, 2025, at 10:00 a.m. (Eastern Daylight Time) at the Company's offices at 200 Donald Lynch Blvd., Marlborough, MA 01752, U.S.A. As always, we encourage you to vote your shares prior to the Meeting. We intend to hold the Meeting in person. In the event it is not possible or advisable to hold the Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication.
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Q: |
Who can attend the Meeting?
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A: |
Any shareholder of the Company as of the Record Date (as defined above) 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. Current proof of ownership of the Company's shares as of the Record Date, 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 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.
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Q: |
Who is entitled to vote?
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A: |
Only holders of ordinary shares at the close of business on the Record Date are entitled to notice of, and to vote at, the Meeting and any adjournment or postponement thereof. Each shareholder is entitled to one vote for each ordinary share owned as of the Record Date. Ordinary shares held in our treasury, which are not considered outstanding, will not be voted. On the Record Date, there were ordinary shares outstanding entitled to vote and there were no outstanding shares of any other class.
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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) before you vote at the Meeting.
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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?
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A: |
Many Lifeward 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."
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Q: |
Does Lifeward recommend I vote in advance of the Meeting?
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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.
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Q: |
If I vote by proxy, can I change my vote or revoke my proxy?
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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:
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• |
filing a written notice of revocation with our Vice President of Finance, delivered to our address above;
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• |
delivering a timely later-dated proxy card or voting instruction form; or
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• |
attending the Meeting and voting (attendance at the Meeting will not cause your previously granted proxy to be revoked unless you specifically so request).
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Q: |
How are my votes cast when I submit a proxy vote?
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A: |
When you submit a proxy vote, you appoint Joseph Turk and Mark Grant, or either of them, as your representative(s) at the Meeting. Your shares will be voted at the Meeting as you have instructed.
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Q: |
What does it mean if I receive more than one proxy card from the Company?
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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.
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Q: |
What constitutes a quorum?
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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.
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Q: |
What happens if a quorum is not present?
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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.
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Q: |
How will votes be counted?
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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.
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Q: |
What are the requirements for approval of each of the proposals and how will votes (and discretionary voting) be handled?
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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.
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Proposal
|
Votes Required
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Treatment of Abstentions and Broker Non-Votes
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Broker Discretionary Voting
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Proposals 1.a., 1.b. and 1.c.: Election of three Class II directors for a three-year term expiring in 2028.
|
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").
|
Abstentions and broker non-votes will have no effect on the outcome of the vote.
|
No.
|
Proposal 2: Ratify the compensation payable to Mark Grant, our new President and co-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 Proposal 2.
|
Abstentions and broker non-votes will have no effect on the outcome of the vote.
|
No.
|
Proposal 3: Approval of the annual fees payable to the Company's Chairperson of the Board.
|
Affirmative vote of an Ordinary Majority.
|
Abstentions and broker non-votes will have no effect on the outcome of the vote.
|
No.
|
Proposal 4: Approval of the Company's 2025 Incentive Compensation Plan.
|
Affirmative vote of an Ordinary Majority.
|
Abstentions and broker non-votes will have no effect on the outcome of the vote.
|
No.
|
Proposal 5: Ratification of the shareholders' previous approval of the equity compensation payable to Randel E. Richner, a member of the Board, in connection with additional consulting services.
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Affirmative vote of an Ordinary Majority.
|
Abstentions and broker non-votes will have no effect on the outcome of the vote.
|
No.
|
Proposal 6: Approval of amendments to the Company's Articles of Association authorizing an increase in the Company's authorized share capital.
|
Affirmative vote of an Ordinary Majority.
|
Abstentions and broker non-votes will have no effect on the outcome of the vote.
|
No.
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Proposal 7: 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, 2025.
|
Affirmative vote of an Ordinary Majority.
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Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote.
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Yes.
|
Proposal 8: Approval, on an advisory basis, of the compensation of the Company's named executive officers.
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Affirmative vote of an Ordinary Majority.
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Abstentions and broker non-votes will have no effect on the outcome of the vote.
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No.
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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 as to each of the proposals in accordance with the recommendation of the Board, as follows:
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Q: |
Where do I find the voting results of the Meeting?
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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.golifeward.comand in a Current Report on Form 8-K that we expect to file with the Securities and Exchange Commission (the "SEC") within four business days after the Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
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Q: |
Who will bear the costs of solicitation of proxies for the Meeting?
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A: |
Lifeward will bear the costs of solicitation of proxies for the Meeting. In addition to solicitation by mail, directors, officers and employees of Lifeward 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 Lifeward for their reasonable out-of-pocket expenses.
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Q: |
Who can I contact for more information or questions about the Meeting or the Proposals on the agenda for the Meeting?
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A: |
For more information or questions about the Meeting or any of the Proposals on the agenda for the Meeting, please contact the Company's Vice President of Finance by telephone at phone number +774-388-7459 or by email at almog.adar@golifeward.com.
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Q: |
Can a shareholder express an opinion on a proposal prior to the Meeting?
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A: |
In accordance with the Israel Companies Law and regulations promulgated thereunder, any Lifeward shareholder may submit a position statement on its behalf, expressing its position on an agenda item for the Meeting, to Lifeward Ltd., 200 Donald Lynch Blvd., Marlborough, Massachusetts 01752, U.S.A, Attention: Vice President of Finance, or by email to almog.adar@golifeward.com, no later than July 22, 2025. Position statements must be in English and otherwise must comply with applicable law. We will make publicly available any valid position statement that we receive.
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• |
a director who is, or at any time during the past three years was, employed by the company;
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• |
a director who accepted or who has a family member who accepted any compensation from the company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than compensation for board or board committee service, compensation paid to a family member who is an employee (other than an executive officer) of the company, or benefits under a tax-qualified retirement plan, or non-discretionary compensation;
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• |
a director who is a family member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer;
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• |
a director who is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient's consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the company's securities; or (ii) payments under non-discretionary charitable contribution matching programs;
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• |
a director who is, or has a family member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the company serve on the compensation committee of such other entity; and
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• |
a director who is, or has a family member who is, a current partner of the company's outside auditor, or was a partner or employee of the company's outside auditor who worked on the company's audit at any time during any of the past three years.
|
• |
overseeing our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to the Board in accordance with Israeli law;
|
• |
reviewing regularly the senior members of the independent auditor's team, including the lead audit partner and reviewing partner;
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• |
pre-approving the terms of audit, audit-related and permitted non-audit services provided by the independent registered public accounting firm;
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• |
recommending the engagement or termination of the person filling the office of our internal auditor;
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• |
reviewing periodically with management, the internal auditor and the independent registered public accounting firm the adequacy and effectiveness of the Company's internal control over financial reporting; and
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• |
reviewing with management and the independent registered public accounting firm the annual and quarterly financial statements of the Company prior to filing with the SEC.
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• |
determining whether there are deficiencies in the business management practices of the Company and making recommendations to our Board to improve such practices;
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• |
determining whether to approve certain related party transactions, and classifying transactions in which a controlling shareholder has a personal benefit or other interest as significant or insignificant (which affects the required approvals) (see "-Approval of Related Party Transactions under Israeli Law" below);
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• |
examining our internal controls and internal auditor's performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities, and in certain cases approving the annual work plan of our internal auditor;
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• |
examining the scope of our auditor's work and compensation and submitting a recommendation with respect thereto to our Board or shareholders, depending on which of them is considering the appointment of our auditor; and
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• |
establishing procedures for the handling of employees' complaints as to the deficiencies in the management of our business and the protection to be provided to such employees.
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• |
reviewing and making recommendations regarding our Compensation Policy at least every three years;
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• |
recommending to the Board periodic updates to the Compensation Policy;
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• |
assessing implementation of the Compensation Policy;
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• |
approving compensation terms of executive officers, directors and employees affiliated with controlling shareholders; and
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• |
exempting certain compensation arrangements from the requirement to obtain shareholder approval under the Israel Companies Law.
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• |
reviewing and approving the granting of options and other incentive awards under the Company's equity compensation plans to the extent such authority is delegated by our Board;
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• |
recommending the Company's compensation policy and reviewing that policy from time to time both with respect to the CEO and other office holders and generally, including to assess the need for periodic updates;
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• |
reviewing and approving corporate goals relevant to the compensation of the CEO and other officers and evaluating the performance of the CEO and other officers; and
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• |
reviewing, evaluating and making recommendations regarding the compensation and benefits for our non-employee directors.
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• |
overseeing and assisting our Board in reviewing and recommending nominees for election as directors;
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• |
reviewing and evaluating recommendations regarding management succession;
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• |
assessing the performance of the members of our Board; and
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• |
establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and recommending to our Board a code of conduct
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The Audit Committee
Robert Marshall, Chairman
Hadar Levy
Dr. John William Poduska
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Ordinary Shares Beneficially Owned
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||||||||
Name
|
Number of Shares
|
Percentage
|
||||||
Greater than 5% Beneficial Owners:
|
-
|
-
|
||||||
Named Executive Officers, Directors and Director Nominees:
|
||||||||
Larry Jasinski(1)
|
65,153
|
*
|
||||||
Mark Grant(2)
|
-
|
-
|
||||||
Randel Richner(3)
|
21,567
|
*
|
||||||
Dr. John William Poduska(4)
|
20,102
|
*
|
||||||
Joseph Turk(5)
|
33,134
|
*
|
||||||
Hadar Levy(6)
|
15,656
|
*
|
||||||
Michael Swinford(7)
|
65,040
|
*
|
||||||
Robert Marshall(8)
|
-
|
*
|
||||||
Jeannine Lynch(9)
|
22,079
|
*
|
||||||
Charles Remsberg(10)
|
7,142
|
*
|
||||||
All directors and executive officers as a group (twelve persons) (11)
|
310,314
|
2.7
|
%
|
* |
Ownership of less than 1%.
|
(1) |
Consists of 61,417 ordinary shares, including exercisable options to purchase 3,736 ordinary shares. Mr. Jasinski serves as our co-Chief Executive Officer and as a member of our Board of Directors and will cease to serve as co-Chief Executive Officer effective July 1, 2025.
|
(2) |
Mr. Grant commenced serving as our President and co-Chief Executive Officer and as a member of our Board of Directors effective June 2, 2025 and will serve as sole Chief Executive Officer effective July 1, 2025.
|
(3) |
Consists of 21,567 ordinary shares.
|
(4) |
Consists of 20,033 ordinary shares, including exercisable options to purchase 69 ordinary shares.
|
(5) |
Consists of 33,134 ordinary shares.
|
(6) |
Consists of 15,656 ordinary shares.
|
(7) |
Consists of 65,040 ordinary shares.
|
(8) |
Mr. Marshall was appointed to our Board effective November 2, 2024.
|
(9) |
Consists of 22,079 ordinary shares, including 3,438 ordinary shares underlying RSUs vesting within 60 days.
|
(10) |
Consists of 7,142 ordinary shares. Mr. Remsberg ceased to serve as our Chief Sales Officer effective May 15, 2025.
|
(11) |
Consists of (i) 285,257 ordinary shares directly or beneficially owned by our executive officers and our directors other than Mr. Jasinski; (ii) 3,805 ordinary shares constituting the cumulative aggregate number of options granted to the executive officers and directors; and (iii) 21,252 shares underlying RSUs vesting within 60 days.
|
Name
|
Fees Earned
in Cash ($) |
Stock Awards
($)(1) |
Total
($) |
|||||||||
Jeff Dykan
|
25,455
|
(2)
|
-
|
25,455
|
||||||||
Dr. John William Poduska
|
44,426
|
(3)
|
-
|
44,426
|
||||||||
Randel Richner
|
39,332
|
(4)
|
-
|
39,332
|
||||||||
Joseph Turk
|
39,417
|
(5)
|
-
|
39,417
|
||||||||
Hadar Levy
|
34,447
|
(6)
|
-
|
34,447
|
||||||||
Michael Swinford
|
25,598
|
(7)
|
50,000
|
75,598
|
||||||||
Robert Marshall
|
8,164
|
(8)
|
-
|
8,164
|
(1) |
Amounts represent the aggregate grant date fair value of such awards issued under the 2014 Plan as an annual award to the applicable directors, computed in accordance with FASB ASC Topic 718, which for all directors represents an award of 50,000 RSUs. These amounts reflect the number of ordinary shares of the Company after the 1-for-7 reverse share split of the ordinary shares effected by the Company on March 15, 2024. The fair value of RSUs granted is determined based on the price of the Company's ordinary shares on the date of grant. This amount does not correspond to the actual value that may be recognized by the non-employee director upon the vesting of the RSUs. All RSUs become vested and exercisable in four equal quarterly installments starting three months following the grant date. The valuation assumptions used in determining such amounts are described in Notes 2m and 9b to our consolidated financial statements included in our 2024 Form 10-K.
|
(2) |
Represents $15,796 earned by Mr. Dykan as a portion of the annual retainer for serving as our Chairman of the Board of Directors, $7,065 for attending meetings of the Board of Directors, $2,594 for serving as a chairman of the audit committee. Mr. Dykan resigned from his positions as a member of the Board and as Chairman of the Board of Directors effective September 4, 2024.
|
(3) |
Represents $22,570 earned by Dr. Poduska as an annual retainer for serving as a non-employee director on the Board of Directors, $12,823 for attending meetings of the Board of Directors, $4,519 for serving as a member of the audit committee, $4,514 for serving as the chairman of the compensation committee.
|
(4) |
Represents $22,570 earned by Ms. Richner as an annual retainer for serving as a non-employee director on the Board of Directors, $12,949 for attending meetings of the Board of Directors, $3,813 for serving as a member of the compensation committee.
|
(5) |
Represents $11,348 earned by Mr. Turk as a portion of the annual retainer for serving as our Chairman of the Board of Directors, $11,222 as an annual retainer for serving as a non-employee director on the Board of Directors, $13,056 for attending meetings of the Board of Directors and $3,791 for serving as a member of the compensation committee. Mr. Turk was appointed Chairman of the Board of Directors effective September 4, 2024.
|
(6) |
Represents $22,570 earned by Mr. Levy as an annual retainer for serving as a non-employee director on the Board of Directors, $7,825 for attending meetings of the Board of Directors and $4,052 for serving as a member of the audit committee.
|
(7) |
Represents $15,851 earned by Mr. Swinford as a portion of the annual retainer for serving as a non-employee director on the Board of Directors, $9,747 for attending meetings of the Board of Directors. Mr Swinford joined the Board of Directors on April 18, 2024, and his retainer was prorated accordingly.
|
(8) |
Represents $3,710 earned by Mr. Marshall as a portion of the annual retainer for serving as a non-employee director on the Board of Directors, $2,528 for attending meetings of the Board of Directors and $1,926 for serving as a member of the audit committee. Mr. Marshall joined the Board of Directors on November 2, 2024, and his retainer was prorated accordingly.
|
Name
|
Number of Shares
|
|||
Dr. John William Poduska
|
69
|
|||
Randel Richner
|
-
|
|||
Joseph Turk
|
-
|
|||
Hadar Levy
|
-
|
|||
Michael Swinford
|
5,020
|
|||
Robert Marshall
|
-
|
Name
|
Age
|
Position
|
|||
Larry Jasinski
|
67
|
Co-Chief Executive Officer, and Director
|
|||
Mark Grant
|
55
|
President and co-Chief Executive Officer, and Director
|
|||
Michael Lawless*
|
57
|
Chief Financial Officer
|
|||
Jeannine Lynch
|
60
|
Vice President of Market Access and Strategy
|
|||
Almog Adar
|
41
|
Vice President of Finance and Chief Accounting Officer
|
Name and
Principal
Position
|
Year
|
Salary
($) |
Stock Awards
($)(1) |
Non-Equity
Incentive Plan Compensation($)
|
Total
($) |
|||||||||||||||
Larry Jasinski,
|
||||||||||||||||||||
co-Chief Executive Officer and Director
|
2024
|
442,312
|
-
|
30,962
|
(2)
|
473,274
|
||||||||||||||
2023
|
442,312
|
167,714
|
278,657
|
(3)
|
888,683
|
|||||||||||||||
Charles Remsberg,
|
||||||||||||||||||||
Chief Sales Officer
|
2024
|
375,000
|
-
|
-
|
375,000
|
|||||||||||||||
2023
|
125,000
|
140,857
|
-
|
265,857
|
||||||||||||||||
Jeannine Lynch,
|
||||||||||||||||||||
Vice President of Market Access and Strategy
|
2024
|
359,004
|
-
|
-
|
359,004
|
|||||||||||||||
2023
|
351,104
|
82,500
|
113,058
|
(3)
|
546,662
|
(1) |
Amounts represent the aggregate grant date fair value of such awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("FASB ASC Topic 718"). The fair value of restricted stock units ("RSUs") granted is determined based on the price of the Company's ordinary shares on the date of grant. This amount does not correspond to the actual value that may be recognized by the Named Executive Officer upon the vesting and subsequent settlement of the restricted stock units. The valuation assumptions used in determining such amounts are described in Notes 2m and 9b to our consolidated financial statements included in our 2024 Form 10-K.
|
(2) |
Amounts represent the annual bonuses paid with respect to achievement of the Company and, if applicable, individual performance objectives on account of fiscal year 2024.
|
(3) |
Amounts represent the annual bonuses paid with respect to achievement of the Company and, if applicable, individual performance objectives on account of fiscal year 2024.
|
Name and
Principal Position |
Salary
($) |
Stock Awards
($)(1)
|
Non-Equity Incentive Plan Compensation($)(2)
|
All Other Compensation
($) |
Total
($) |
|||||||||||||||
Michael Lawless, Chief Financial Officer(3)
|
323,621
|
-
|
11,410
|
-
|
335,031
|
|||||||||||||||
Miri Pariente,
|
||||||||||||||||||||
Vice President of Operations, Regulatory and Quality(3)
|
191,048
|
-
|
10,000
|
94,303
|
(4) |
295,351
|
(1) |
Amounts represent the aggregate grant date fair value of such awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("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. This amount does not correspond to the actual value that may be recognized by the individuals listed in the table above upon the vesting and subsequent settling of the restricted stock units. The valuation assumptions used in determining such amounts are described in Notes 2l and 8b to our consolidated financial statements included in our 2024 Form 10-K.
|
(2) |
Amounts represent the annual bonuses paid with respect to achievement of the Company and, if applicable, individual performance objectives on account of fiscal year 2024.
|
(3) |
The amounts set forth for Ms. Pariente 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.
|
(4) |
Consists of $55,929 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $38,374 with respect to Ms. Pariente's personal use of a Company-leased car.
|
Name
|
2024 Base
Salary ($) |
|||
Larry Jasinski
|
442,312
|
|||
Charles Remsberg
|
375,000
|
|||
Jeannine Lynch
|
359,004
|
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
|
6/27/2017
|
(3)
|
713
|
-
|
367.50
|
6/27/2027
|
||||||||||||||||
5/3/2018
|
(4)
|
1,249
|
-
|
188.13
|
5/3/2028
|
|||||||||||||||||
3/27/2019
|
(5)
|
1,774
|
-
|
37.56
|
3/27/2029
|
|||||||||||||||||
5/21/2021
|
(6)
|
5,357
|
9,268
|
|||||||||||||||||||
8/2/2022
|
(7)
|
14,288
|
24,718
|
|||||||||||||||||||
9/13/2023
|
(8)
|
21,429
|
37,072
|
|||||||||||||||||||
Charles Remsberg
|
8/11/2023
|
(9)
|
21,429
|
37,072
|
||||||||||||||||||
Jeannine Lynch
|
8/31/2021
|
(10)
|
4,465
|
7,724
|
||||||||||||||||||
8/2/2022
|
(11)
|
9,823
|
16,994
|
|||||||||||||||||||
6/30/2023
|
(12)
|
14,732
|
25,486
|
(1)
|
Represents grant dates of the stock option and RSU awards.
|
(2)
|
The amount listed in this column represents the product of $1.73, which was the closing market price of the Company's ordinary shares as of December 31, 2024, multiplied by the number of shares subject to the award.
|
(3)
|
This award is fully vested.
|
(4)
|
This award is fully vested.
|
(5)
|
This award is full vested.
|
(6)
|
1/4th of the RSU award vests on an annual basis commencing on May 21, 2022, and ending on May 21, 2025.
|
(7)
|
11/4th of the RSU award vests on an annual basis commencing on August 2, 2023, and ending on August 2, 2026.
|
(8)
|
1/4th of the RSU award vests on an annual basis commencing on September 13, 2024, and ending on September 13, 2027.
|
(9)
|
1/4th of the RSU award vests on an annual basis commencing on August 11, 2024, and ending on August 11, 2027.
|
(10)
|
1/4th of the RSU award vests on an annual basis commencing on August 31, 2022, and ending on August 31, 2025.
|
(11)
|
1/4th of the RSU award vests on an annual basis commencing on August 2, 2023, and ending on August 2, 2026.
|
(12)
|
1/4th of the RSU award vests on an annual basis commencing on June 30, 2024, and ending on June 30, 2027.
|
Year
|
Summary Compensation Table Total for PEO¹
($)
|
Compensation Actually Paid to PEO1,2,3
($)
|
Average Summary Compensation Table Total for Non-PEO NEOs1
($)
|
Average Compensation Actually Paid to Non-PEO NEOs1,2,3
($)
|
Value of Initial Fixed $100 Investment based on TSR ($)4
|
Net Income
($ Millions)
|
2024
|
473,274
|
278,821
|
367,002
|
254,094
|
20.09
|
(28.9)
|
2023
|
888,683
|
860,554
|
532,038
|
561,010
|
63.23
|
(22.1)
|
2022
|
854,035
|
642,557
|
471,122
|
410,609
|
61.80
|
(19.6)
|
2022
|
2023
|
2024
|
Jeannine Lynch
|
Mike Lawless
|
Charles Remsberg
|
Almog Adar
|
Jeannine Lynch
|
Jeanine Lynch
|
Year
|
Summary
Compensation Table
Total for PEO
($)
|
Exclusion of Stock
Awards for PEO
($)(a)
|
Inclusion of Equity
Values for PEO
($)(b)
|
Compensation
Actually Paid
to PEO
($)
|
2024
|
473,274
|
0
|
(194,453)
|
278,821
|
2023
|
888,683
|
(167,714)
|
139,585
|
860,554
|
2022
|
854,035
|
(200,000)
|
(11,478)
|
642,557
|
Year
|
Average Summary
Compensation Table
Total for Non-PEO
NEOs
($)
|
Average Exclusion of
Stock Awards and
Option Awards for
Non-PEO NEOs
($)(a)
|
Average Inclusion of Equity Values for Non-PEO NEOs ($)(b) |
Average
Compensation
Actually Paid
to Non-PEO
NEOs
($)
|
2024
|
367,002
|
0
|
(112,908)
|
254,094
|
2023
|
532,038
|
(90,750)
|
119,722
|
561,010
|
2022
|
471,122
|
(118,750)
|
58,236
|
410,609
|
Year
|
Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO
($)
|
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO
($)
|
Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO
($)
|
Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO
($)
|
Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO
($)
|
Total - Inclusion of
Equity Values for PEO
($)
|
2024
|
0
|
(152,530)
|
-
|
(41,923)
|
-
|
(194,453)
|
2023
|
155,540
|
5,280
|
-
|
(21,235)
|
-
|
139,585
|
2022
|
152,020
|
(123,950)
|
-
|
(39,548)
|
-
|
(11,478)
|
Year
|
Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs
($)
|
Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs
($)
|
Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs
($)
|
Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs
($)
|
Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs
($)
|
Total - Average Inclusion of
Equity Values for Non-PEO NEOs
($)
|
2024
|
0
|
(93,675)
|
-
|
(19,233)
|
-
|
(112,908)
|
2023
|
117,627
|
2,942
|
-
|
(847)
|
-
|
119,722
|
2022
|
90,262
|
(27,166)
|
-
|
(4,860)
|
-
|
58,236
|
•
|
The maximum number of ordinary shares to be issued under the 2025 Plan is 1,500,000 ordinary shares;
|
•
|
The 2025 Plan does not contain an annual "evergreen" provision, but rather authorizes a fixed number of shares, meaning that shareholder approval is required to issue any additional shares, allowing our shareholders to have direct input on our equity compensation programs;
|
•
|
The 2025 Plan permits the award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted shares, RSUs and other share-based awards, dividend equivalent rights, and cash-based awards;
|
•
|
Shares underlying any awards that are forfeited, canceled or otherwise terminated, other than by exercise, under the 2025 Plan and our 2014 Plan will be added back to the ordinary shares available for issuance under the 2025 Plan. Shares tendered or held back upon exercise of a stock option or settlement of an award under the 2025 Plan to cover the exercise price or tax withholding will not be added back to the reserved pool under the 2025 Plan. Upon the exercise of a stock appreciation right that is settled in ordinary shares, the full number of shares underlying the award will be charged to the reserved pool. Additionally, shares we reacquire on the open market will not be added to the reserved pool;
|
•
|
Stock options and stock appreciation rights will not be repriced without stockholder approval;
|
•
|
Any dividends and dividend equivalent rights payable with respect to any equity award are subject to the same vesting provisions as the underlying award;
|
•
|
To the extent required under the rules of Nasdaq, any material amendment to the 2025 Plan is subject to approval by our shareholders;
|
•
|
Our 2025 Plan does not contain any "liberal" change in control provisions, meaning that the 2025 Plan does not provide for single-trigger acceleration in the event of a change in control transaction (defined as a "sale event" in the 2025 Plan); and
|
•
|
Awards under the 2025 Plan may be granted until ten years from the effective date of the 2025 Plan provided, however that no grants of incentive stock options may be made after June 15, 2035, which is the tenth anniversary of the date the 2025 Plan was approved by our Board of Directors.
|
Options
|
Stock Awards
|
|||||||||||||||
Name and Position
|
Average
Exercise
Price
($)
|
Number of
Awards
(#)
|
Dollar Value
($)(1)
|
Number of
Awards
(#)
|
||||||||||||
Larry Jasinski, Former Chief Executive Officer and co-Chief Executive Officer
|
-
|
-
|
$
|
5.87
|
28,571
|
|||||||||||
Charles Remsberg, Former Chief Sales Officer
|
-
|
-
|
$
|
4.94
|
28,571
|
|||||||||||
Jeannine Lynch, Vice President of Market Access and Strategy
|
-
|
-
|
$
|
4.20
|
19,642
|
|||||||||||
All current executive officers, as a group
|
-
|
-
|
$
|
4.28
|
(2)
|
121,784
|
||||||||||
All current directors who are not executive officers, as a group
|
-
|
-
|
$
|
5.87
|
(2)
|
42,658
|
||||||||||
All current employees and consultants who are not executive officers, as a group
|
-
|
-
|
$
|
4.28
|
(2)
|
81,472
|
(1) |
The valuation of share awards is based on the grant date fair value computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions used in calculating these values, see Notes 2m and 9b to our consolidated financial statements in our 2024 Annual Report.
|
(2) |
Represents the aggregate grant date fair value for the group.
|
• |
On the date of shareholder approval of the 2025 Plan, the Company will issue Richner Options to purchase an aggregate of 90,000 ordinary shares, consisting of an (i) option to purchase 45,000 ordinary shares with an exercise price per share equal to the closing price of the ordinary shares on the Nasdaq Stock Market on the date of the grant of such option and (ii) option to purchase 45,000 ordinary shares with an exercise price per share equal to the greater of (x) the closing price of the ordinary shares on the Nasdaq Stock Market on the date of the grant of such option or (y) $1.80. However, in no event will the Company issue Richner Options in 2025 having an aggregate value greater than $120,000, calculated utilizing a Black-Scholes valuation model; and
|
• |
On the first anniversary of the date of shareholder approval of the 2025 Plan, the Company will issue Richner Options to purchase 45,000 ordinary shares with an exercise price per share equal to the closing price of the ordinary shares on the Nasdaq Stock Market on the date of the grant of such option. However, in no event will the Company issue Richner Options having an aggregate value greater than $120,000, calculated utilizing a Black-Scholes valuation model.
|
2023
|
2024
|
|||||||
($ in thousands)
|
||||||||
Audit Fees(1)
|
$
|
418
|
$
|
250
|
||||
Audit-Related Fees(2)
|
$
|
95
|
$
|
-
|
||||
Tax Fees(3)
|
$
|
31
|
$
|
30
|
||||
All Other Fees(4)
|
$
|
120
|
$
|
4
|
||||
Total:
|
$
|
664
|
$
|
284
|
(1) |
"Audit fees" include fees for services performed by our independent public accounting firm in connection with our annual audit for 2023 and 2024, fees related to the review of quarterly financial statements, fees related to the pro forma financial information 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.
|
• |
On November 10, 2024, options will be issued having an aggregate value of $120,000, calculated utilizing a Black-Scholes valuation model based on the closing price of our ordinary shares on such date, but in no event will we issue such options in 2024 to purchase more than 45,614 ordinary shares;
|
• |
On November 11, 2025, options will be issued having an aggregate value of $120,000, calculated utilizing a Black-Scholes valuation model based on the closing price of our ordinary shares on such date, but in no event will we issue such options in 2025 to purchase more than 45,614 ordinary shares; and
|
• |
On November 12, 2026, options will be issued having an aggregate amount of $57,000, calculated utilizing a Black-Scholes valuation model based on the closing price of our ordinary shares on such date, but in no event will we issue such options in 2026 to purchase more than 21,662 ordinary shares.
|
• |
a transaction other than in the ordinary course of business;
|
• |
a transaction that is not on market terms; or
|
• |
a transaction that may have a material impact on a company's profitability, assets or liabilities.
|
• |
Shareholders whose shares are registered in their own name should contact Equiniti Trust Company, LLC 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
|
• |
Shareholders whose shares are held by a broker or other nominee should contact the broker or other nominee directly and inform them of their request.
|
APPENDIX A
EMPLOYMENT AGREEMENT
/s/ Mark Grant
Mark Grant
|
/s/ Joseph E. Turk, Jr.
Joseph Turk
Chairman of the Board
Lifeward, Inc.
|
Lifeward Ltd., an Israeli corporation (the "Company"), has adopted the Lifeward Ltd. 2025 Incentive Compensation Plan (as subsequently amended, restated, amended and restated or otherwise modified, the "Plan") for the benefit of non-employee directors of the Company and officers and eligible employees and consultants of the Company and any Affiliates (as each term is defined below), as follows:
B - 6
(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 Lifeward Ltd. 2025 Incentive Compensation Plan (the "Plan"), which applies to the issuance of Awards to employees, directors, consultants and service providers of Lifeward Ltd. (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 complementary 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.
|
Each capitalized term 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 defined in the Israeli Companies Law, 5759-1999, 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 Israel Tax Authority.
|
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" means, for the purpose of this Appendix and notwithstanding Section 2.4 of the Plan, 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 onlythe 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.
|
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 SHARES AND RESTRICTED SHARE UNITS
|
17.
|
NO PAYMENTS IN CASH
|
1.
|
SPECIAL PROVISIONS FOR U.S. TAXPAYERS
|
1.1.
|
This Appendix B (this "Appendix B") to the Lifeward Ltd. 2025 Incentive Compensation Plan (the "Plan") was adopted by the Board pursuant to Section 18.18 of the Plan. This Appendix B shall become effective on the Effective Date.
|
1.2.
|
The provisions of this Appendix B apply only to Participants who are or may become subject to U.S. federal income tax (any such Participant, a "U.S. Taxpayer"). Grantees under this Appendix B will be such Employees, Non-Employee Directors or Consultants of the Company and its Affiliates as are selected from time to time by the Administrator in its sole discretion; provided that Awards may not be granted to Employees, Directors or Consultants who are providing services only to any "parent" of the Company, as such term is defined in Rule 405 of the Securities Act, unless (i) the Shares underlying the Awards is treated as "service recipient stock" under Section 409A of the Code or (ii) the Company has determined that such Awards are exempt from or otherwise comply with Section 409A of the Code.
|
1.3.
|
This Appendix B 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 B 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 B does not add to or modify the Plan in respect of any other category of Israeli Participants (as defined in Appendix A to the Plan).
|
1.4.
|
The Plan and this Appendix B are complementary to each other and shall be deemed as one. Subject to Section 1.3 of this Appendix B, in any case of contradiction, whether explicit or implied, between any definitions and/or provisions of this Appendix B and the Plan, the provisions set out in this Appendix B shall prevail.
|
1.5
|
Section references in this Appendix B 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 Sections 422 and 424 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) of the Plan.
|
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 an 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 of the Plan 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.
|
Section 6.6(c) of the Plan shall not apply to ISOs.
|
3.10.
|
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.
|
3.11.
|
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) 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.
|
3.12.
|
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.
|
3.13.
|
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.
|
3.14.
|
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.
|
3.15.
|
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; TERM
|
4.1
|
No Option or SAR shall be granted pursuant to this Appendix B unless the Option Price of such Option or the Grant Price of such SAR, as the case may be, shall be not less than one hundred percent (100%) of the Fair Market Value of a Share on the Grant Date of such Option or SAR. Notwithstanding the foregoing, Options or SARs may be granted with an Option Price that is less than 100 hundred percent (100%) of the Fair Market Value of a Share on the Grant Date (i) pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, or (ii) the Stock Option is otherwise compliant with Section 409A.
|
4.2
|
Subject to Section 3.12 of this Appendix B, the term of an Option or SAR may not exceed ten years.
|
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 B, 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; providedthat 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 of the Plan to the contrary, (1) any adjustments made pursuant to Section 4.3 of the Plan 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 of the Plan 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 of the Plan 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 of the Plan shall be applicable to such Award only to the extent permitted pursuant to Section 5.2 of this Appendix B or otherwise permitted in accordance with the requirements of Section 409A.
|
6.
|
RESTRICTED SHARE UNITS
|
6.1
|
The following shall apply to the grant of Restricted Share Units to US Taxpayers pursuant to this Appendix B. In the event that Article VIII of the Plan conflicts with this Section 6 of the Appendix B, this Section 6 shall control with respect to Restricted Share Units that have been granted to US Taxpayers. A Restricted Share Unit may be settled in Shares (or cash, to the extent explicitly provided for in the Award Agreement) upon the lapse of the Period of Restriction. Except in the case of Restricted Share Units with a deferred settlement date that complies with Section 409A of the Code, at the end of the Period of Restriction, the Restricted Share Units, to the extent vested, shall be settled in the form of Shares. Restricted Share Units with deferred settlement dates are subject to Section 409A of the Code and shall contain such additional terms and conditions as the Committee shall determine in its sole discretion in order to comply with the requirements of Section 409A of the Code.
|
6.2
|
In addition, the Committee may, in its sole discretion, permit a Participant to elect to receive a portion of future cash compensation otherwise due to such Participant in the form of an award of Restricted Share Units. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the Committee and in accordance with Section 409A of the Code and such other rules and procedures established by the Committee. Any such future cash compensation that the Participant elects to defer shall be converted to a fixed number of Restricted Share Units based on the Fair Market Value of a Share on the date the compensation would otherwise have been paid to the Participant if such payment had not been deferred as provided herein. The Committee shall have the sole right to determine whether and under what circumstances to permit such elections and to impose such limitations and other terms and conditions thereon as the Committee deems appropriate. Any Restricted Share Units that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise provided in the Award Agreement.
|
7.
|
SECTION 83(B) ELECTION
|
8.
|
ADJUSTMENTS
|
9.
|
GOVERNING LAW AND JURISDICTION
|
A) |
Section 2 of the First Supplement is hereby replaced in its entirety with the following:
|
2. |
Form of Compensation. In satisfaction of compensation owed to Ms. Richner under the Consulting Agreement, the Company shall:
|
a. |
On the date of approval of the Company's 2025 Incentive Compensation Plan by the shareholders of the Company (the "Approval Date"), Company shall issue to Randel Richner (personally, and not to Randel Consultants) (1) an option to purchase 45,000 ordinary shares, par value NIS 1.75 per share, of Company ("Ordinary Shares") with an exercise price per share equal to the closing price of the Ordinary Shares on the Nasdaq Stock Market on the date of the grant of such option and (2) an option to purchase 45,0000 Ordinary Shares with an exercise price per share equal to the greater of (i) the closing price of the Ordinary Shares on the Nasdaq Stock Market on the date of the grant of such option or (ii) $1.80; provided, however,that in no event shall Company issue options pursuant to this clause (a) having an aggregate value of more than $120,000 determined in accordance with the Black-Scholes model, and if the foregoing calculation would result in Company issuing options to purchase a greater value of Ordinary Shares, then the number of options to be issued pursuant to this clause (a) shall automatically be reduced to options having a value of no more than $120,000.
|
b. |
On the first anniversary of the Approval Date, Company shall issue to Randel Richner (personally, and not to Randel Consultants) options to purchase 45,000 Ordinary Shares with an exercise price per share equal to the closing price of the Ordinary Shares on the Nasdaq Stock Market on the date of the grant of such option; provided, however,that in no event shall Company issue options pursuant to this clause (b) having an aggregate value of more than $120,000 determined in accordance with the Black-Scholes model, and if the foregoing calculation would result in Company issuing options to purchase a greater value of Ordinary Shares, then the number of options to be issued pursuant to this clause (b) shall automatically be reduced to options having a value of no more than $120,000.
|
B) |
Section 3(b) of the First Supplement is hereby replaced in its entirety with the following:
|
C) |
The references in Sections 3(c) and 3(e) of the First Supplement to "Company's 2024 Incentive Compensation Plan"shall be replaced with a reference to "Company's 2025 Incentive Compensation Plan."
|
D) |
Approvals. In accordance with the provisions of the Israel Companies Law, 5759-1999, this Agreement is subject to, and the conditions contained in Section 6 of the First Supplement shall be deemed to have been satisfied upon, (i) the ratification of this Second Supplement by the shareholders of Company at the 2025 annual general meeting of shareholders, and (ii) approval by the shareholders of Company of Company's 2025 Incentive Compensation Plan at the 2025 annual general meeting of shareholders or at any other annual general meeting or extraordinary annual meeting of shareholders. If either of such approvals is not obtained, Company shall have no obligation to Richner Consultants or Ms. Richner.
|
E) |
Miscellaneous. This Second Supplement supersedes all agreements and understandings, written and oral, with respect to the subject matter hereof. The provisions of Section 8 of the Consulting Agreement ("Miscellaneous") shall apply to this Second Supplement, with appropriate changes.
|
LIFEWARD LTD.
By:
Name: Mark Grant
Title: President and CEO
Date signed: June __, 2025
|
RICHNER CONSULTANTS, LLC
By:
Name: Randel Richner
Title: President
Date signed: June __, 2025
|
RANDEL RICHNER
_____________________
|
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS.
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
|
||||
1.a. |
To reelect Mr. Mark Grant to serve until the 2028 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.
|
☐ | ☐ | ☐ | ||
1.b. |
To reelect Dr. John William Poduska to serve until the 2028 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.
|
☐ | ☐ | ☐ | ||
1.c. |
To reelect Ms. Randel E. Richner to serve until the 2028 annual meeting of shareholders and until her successor has been duly elected and qualified, or until her office is vacated in accordance with the Company's Articles of Association or the Israel Companies Law.
|
☐ | ☐ | ☐ | ||
2. |
To ratify the compensation payable to Mark Grant, our new President and co-Chief Executive Officer.
|
☐ | ☐ | ☐ | ||
3. |
To approve the annual fees payable to the Company's Chairperson of the Board.
|
☐ | ☐ | ☐ | ||
4. |
To approve the Company's 2025 Incentive Compensation Plan.
|
☐ | ☐ | ☐ | ||
5. |
To ratify the shareholders' previous approval of the equity compensation payable to Randel E. Richner, a member of the Board, in connection with additional consulting services.
|
☐ | ☐ | ☐ | ||
6. |
To approve amendments to the Articles of Association authorizing an increase in the Company's authorized share capital.
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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.
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The undersigned acknowledges receipt of the Notice and Proxy Statement of the Company relating to the Annual Meeting.
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By executing this proxy card you will be deemed to confirm that you are NOT a Controlling Shareholder and do NOT have a Personal Interest (as such terms are defined in the Proxy Statement) in the approval of Proposal 2. If you are a Controlling Shareholder or have a Personal Interest (in which case your vote will count only for or against the Ordinary Majority, and not for or against the Special Majority, required for approval of Proposal 2), please notify the Company as described on the reverse side of this proxy card.
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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.
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Signature of Shareholder
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Date:
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Signature of Shareholder
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Date:
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Note:
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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.
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(Continued and to be signed on the reverse side)