Grants of Trustee 102 Award. All Trustee 102 Awards granted under this Sub-Plan as well as Shares allocated or issued upon exercise of such Trustee 102 Award and/or bonus Shares and/or any rights granted with respect to such Trustee 102 Award, shall be registered and held by the Trustee for the benefit of the Israeli Employee for the requisite period of time as required by [Section 102] or any regulations, rules, orders or procedures promulgated thereunder (the “Holding Period”). The Trustee shall be exempt from any liability in respect of any action or decision duly taken in its capacity as a Trustee, provided, however, that the Trustee acted at all times in good faith.

With respect to any awards granted as a Trustee 102 Award, and subject to the provisions of [Section 102], an Israeli Employee shall not be entitled to sell or release from trust any Trustee 102 Award, Share received upon the exercise of any such Trustee 102 Option and/or bonus Shares granted with respect to such Trustee 102 Award, until the lapse of the Holding Period and in accordance with [Section 102]. Notwithstanding the above, if any such sale or release occurs during the Holding Period it will result in adverse tax consequences to the Israeli Employee under [Section 102] of the Ordinance and the Rules, which shall apply to and shall be borne solely by such Israeli Employee.

If an Award which is granted as a 102 Trustee Grant is exercised or vests during the Required Holding Period, the Shares issued upon such exercise or vesting shall be issued in the name of the Trustee for the benefit of the Israeli Employee or in the case of supervising trustee under the supervison of the Trustee. If such Shares are issued after the Required Holding Period has lapsed, the Shares issued upon such exercise or vesting shall, at the election of the Israeli Employee, either # be issued in the name of the Trustee or in the case of a supervising trustee in the name of the Israeli Employee under the supervision of the Trustee, or # be transferred to the Israeli Employee directly, provided that the Israeli Employee first complies with all applicable provisions of the Plan and the Sub-Plan and pays all taxes which apply on the Shares or to such transfer of Shares pursuant to [Section 102] and the ITO Rules.

Release of Awards. The Trustee shall not release any Trustee 102 Award granted under this Sub-Plan as well as Shares allocated or issued upon exercise of such Trustee 102 Award and/or bonus Shares and/or any rights granted with respect to such Trustee 102 Award, until all required payments have been fully made: # the receipt by the Trustee of an acknowledgment from the ITA that the Israeli Employee has paid any applicable tax due pursuant to the Ordinance, or # the Company has made other arrangements for the deduction of tax at source acceptable to the Trustee.