if Executive’s Date of Termination occurs prior to the annual grant date under the Equity Award Plan (which date is currently June 1) for the year in which such Date of Termination occurs, an amount equal to the aggregate dollar value of the base equity award and the performance-based equity award Executive would have become entitled to receive under the Equity Award Plan for such year if Executive’s employment had continued to the annual grant date.

Annual Equity Award: On the close of business on the date of each annual meeting of stockholders, without any further action by the Board, each Non-Employee Director then in office, and who continues as a member of the Board following the annual meeting of stockholders, shall receive an equity grant, pursuant to the terms of the Company’s 2020 Omnibus Equity Incentive Plan (the “Equity Plan”), in the form of restricted stock with a fair market value, on the date of grant, equal to $100,000 (the “Annual Equity Grant Value”). The number of shares subject to the restricted stock award will be determined by dividing the Annual Equity Grant Value by the average closing price of a share of the Company’s common stock over the 15 trading days preceding and ending on the date of grant, rounded down to the nearest whole share. The annual equity award will vest on the earlier of (i) the one-year anniversary of the date of grant; and (ii) the date of the next annual meeting of stockholders, provided that the next annual meeting of stockholders is at least 50 weeks after the date of grant. Other terms and conditions related to the annual equity grant, as determined by the Board or the Compensation Committee, shall be set forth in an award agreement in accordance with the terms of the Equity Plan.

and the performance-based equity award Executive would have become entitled to receive under the Equity Award Plan for such year if Executive’s employment had continued to the annual grant date.

Annual Equity Awards to Non-Employee Directors. On the date of each annual general meeting of the Company’s shareholders (“Annual Meeting”) or such other date duly authorized by the Compensation Committee or the Board, the Board may consider a grant of share options under the NovoCure Limited 2015 Omnibus Incentive Plan (the “Plan”) and a related award agreement to each Non-Employee Director immediately following the Annual Meeting (or such other duly authorized date, as appropriate). Such grant of share options shall be in an amount determined by the Board or Compensation Committee, in its sole discretion (each, an “Annual Equity Award”), provided that such Annual Equity Awards shall not exceed options to purchase 23,600 ordinary shares of the Company (as such number of ordinary shares may be adjusted pursuant to [Section 4.2] of the Plan). It is intended that the Non-Employee Directors elected or appointed to the Board between Annual Meetings will receive an Annual Equity Award for options to purchase a number of ordinary shares of the Company based on that percentage of such annual share option grant that equals the percentage of the year (beginning from the date of such election or appointment) remaining until the next Annual Meeting (assuming that such next Annual Meeting occurs on the anniversary of the preceding Annual Meeting). It is intended that any such Annual Equity Award (or pro-rated portion) will vest ratably on the anniversary of the Annual Equity Award’s grant date.

Determination of Annual Incentive Award. The Annual Incentive Award for each Participant shall be determined by the Committee pursuant to Section 5.1. in its sole discretion based on the attainment of the Performance Measure(s) or such other factors as the Committee determines in its sole discretion.

Payment of Annual Incentive Award. Annual Incentive Awards shall be paid or settled on or prior to March 15 of the calendar year after the fiscal year ends, except as otherwise determined by the Committee, but in no event later than the last day of the calendar year following the calendar year in which the applicable fiscal year ends. Payment of Annual Incentive Awards shall be subject to the Participant remaining employed until the date of payment, except as otherwise determined by the Committee in its sole discretion.

Annual Awards. Subject to [Section 3.1(b)], on each Award Date, the account maintained under the Amended SRP for each Eligible Non-Employee Director will be credited with an annual award of Equity Units. The number of Equity Units shall be determined by dividing $80,000 ($85,000 for Award Dates in or after 2025) by the per-share closing price of the Common Stock on the NYSE on the Award Date.

Equity. At any time during a Cash Dominion Event, within # Business Day of the date of the issuance by any Loan Party of any shares of its or their Stock or of the receipt by any Loan Party of any capital contribution in excess of $500,000 in the aggregate during the term of this Agreement (or in excess of $0 at any time while an Event of Default exists), such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection with such issuance or such capital contribution (other than # in the event that such Borrower or any its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Stock to such Borrowers or any of its Subsidiaries, as applicable, # the issuance of Stock of Parent to directors, officers and employees of Parent pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, and # the issuance of Stock of Parent in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition). The provisions of this Section 2.4(e)(v) shall not be deemed to be implied consent to any such issuance or capital contribution otherwise prohibited by the terms and conditions of this Agreement.

Notwithstanding the foregoing, for each Outside Director who holds Company equity awards granted prior to the Registration Date (the “Pre-IPO Awards”) that remain unvested on the Annual Meeting date, the Value of the Annual Award granted to such Outside Director with respect to such Annual Meeting will be calculated by subtracting the Pre-IPO Award Value (as defined below) from $175,000. If the Pre-IPO Award Value is equal to or greater than $175,000, the Outside Director will not receive an Annual Award with respect to such Annual Meeting.

Equity Incentive Awards. To the extent the Employee meets the eligibility requirements, the Employee shall be eligible for an annual grant of equity pursuant to the ​ 2004 Long-Term Incentive Plan, as amended from time to time, any successor to such plan, or such other long-term incentive compensation program developed for the Corporation’s officers (the “Long Term Plan”), with the type of equity award, performance goals and other terms consistent with other Senior Vice Presidents of the Corporation. Any annual Equity Incentive Award shall be paid at the same time as annual equity awards are made to other officers of the Corporation under the then-applicable Long Term Plan, and shall be subject to the Employee’s execution of an applicable award agreement approved by the Corporation and the terms and conditions of the Long Term Plan.