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.

Grants ofWith respect to any awards granted as a Trustee 102 Award. AllAward, and subject to the provisions of [Section 102], an Israeli Employee shall not be entitled to sell or release from trust any Trustee 102 Awards granted under this Sub-Plan as well as Shares allocated or issuedAward, Share received upon the exercise of any such Trustee 102 AwardOption and/or bonus Shares and/or any rights granted with respect to such Trustee 102 Award, shall be registereduntil the lapse of the Holding Period and held byin accordance with [Section 102]. Notwithstanding the Trustee forabove, if any such sale or release occurs during the benefit ofHolding Period it will result in adverse tax consequences to the Israeli Employee for the requisite period of time as required byunder [Section 102] or any regulations, rules, orders or procedures promulgated thereunder (the “Holding Period”). The Trusteeof the Ordinance and the Rules, which shall apply to and 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.borne solely by such Israeli Employee.

Grants ofIf an Award which is granted as a 102 Trustee 102 Award. All Trustee 102 Awards granted under this Sub-Plan as well asGrant is exercised or vests during the Required Holding Period, the Shares allocated or issued upon such exercise of such Trustee 102 Award and/or bonus Shares and/or any rights granted with respect to such Trustee 102 Award,vesting shall be registered and held byissued in the name of the Trustee for the benefit of the Israeli Employee foror in the requisite periodcase of time as required bysupervising 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] 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, thatand the Trustee acted at all times in good faith.ITO Rules.

GrantsRelease of Awards. The Trustee shall not release any Trustee 102 Award. All Trustee 102 AwardsAward 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 helduntil all required payments have been fully made: # the receipt by the Trustee forof an acknowledgment from the benefit ofITA that the Israeli Employee has paid any applicable tax due pursuant to the Ordinance, or # the Company has made other arrangements for the requisite perioddeduction 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, thattax at source acceptable to the Trustee acted at all times in good faith.Trustee.