Exhibit 10.1

BIOMX INC.
2019 OMNIBUS LONG-TERM INCENTIVE PLAN
Restricted Stock Unit Agreement

This Restricted Stock Unit Agreement and the associated grant award information (the “Customizing Information”), which Customizing Information is provided in written form or is available in electronic form from the recordkeeper for the BiomX Inc. 2019 Omnibus Long-Term Incentive Plan (including any appendices and addendums thereto), as amended and in effect from time to time (the “Plan”), is made as of the date shown as the “Grant Date” in the Customizing Information (the “Grant Date”) by and between BiomX Inc., a Delaware corporation (the “Company”), and the individual identified in the Customizing Information (the “Recipient”). This instrument and the Customizing Information are collectively referred to as the “Restricted Stock Unit Agreement.”

WITNESSETH THAT:

WHEREAS, the Company has instituted the Plan; and

WHEREAS, the Administrator has authorized the grant of restricted stock units (“RSUs”) with respect to the Company’s Stock upon the terms and conditions set forth below and pursuant to the Plan, a copy of which is incorporated herein; and

WHEREAS, the Recipient acknowledges that he or she has carefully read this Restricted Stock Unit Agreement and agrees, as provided in Section 17(a) below, that the terms and conditions of the Restricted Stock Unit Agreement reflect the entire understanding between himself or herself and the Company regarding this RSU award (and the Recipient has not relied upon any statement or promise other than the terms and conditions of the Restricted Stock Unit Agreement with respect to this RSU award);

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and the Recipient agree as follows.

1. Grant. Subject to the terms of the Plan and this Restricted Stock Unit Agreement, the Company hereby grants to the Recipient that number of RSUs equal to the corresponding number of shares of the Company’s Stock (the “Underlying Shares”) shown in the Customizing Information under “Restricted Stock Units Granted.”

2. Vesting.

(a) In General. If the Recipient remains in an employment, contractual or other service relationship with the Company (“Relationship”) as of a “Vesting Date,” as specified in the Customizing Information, and the Recipient as of such date is not in violation of any confidentiality, inventions, non-solicitation and/or non-competition agreement with the Company (each to the extent not otherwise prohibited under applicable state law), all or a portion, as applicable (the “Incremental Amount,” as specified in the Customizing Information), of the RSUs shall vest on such date. For the avoidance of doubt, except as otherwise provided pursuant to the terms of the Plan and Section 2(c), if the Recipient’s Relationship with the Company is terminated by the Company or by the Recipient for any reason, whether voluntarily or involuntarily, no RSUs granted pursuant to this Restricted Stock Unit Agreement shall vest under any circumstances on and after the date of such termination.

(b) Change in Control. In the event of a Change in Control, the Company, or the entity that is the surviving entity or successor to the Company following such transaction, may elect to: (i) continue this RSU subject to the terms of this Restricted Stock Unit Agreement and the Plan and subject to such adjustments, if any, by the Administrator as permitted by Section 3.2 of the Plan; or (ii) accelerate vesting of this RSU and terminate this RSU in exchange for a cash payment. In the event that the Company or its successor chooses to terminate this RSU upon a Change in Control, the Recipient shall be entitled to a payment within thirty (30) days of such Change in Control.

(c) Administrator Discretion. In the event the Relationship is terminated for any reason (whether voluntary or involuntary), (i) the Recipient’s right to vest in the RSU will, except as provided otherwise explicitly in this Section 2 or as provided by the Administrator, terminate as of the date of the termination of the Relationship (and will not be extended by any notice period mandated under local law) and (ii) the Administrator shall have the exclusive discretion to determine when the Relationship has terminated for purposes of this RSU (including when the Recipient is no longer considered to be providing active service while on a leave of absence).

(d) Special Definitions. For purposes of this Section 2, the term “Company” refers to the Company and its Related Companies.

3. Dividends. If so provided in the Customizing Information under “Dividend Equivalent Units”, a Recipient shall be credited with dividend equivalents equal to the dividends the Recipient would have received if the Recipient had been the actual record owner of the Underlying Shares on each dividend record date on or after the Grant Date and through the date the Recipient receives a settlement pursuant to Section 4 below (the “Dividend Equivalent”). If a dividend on the Stock is payable wholly or partially in Stock, the Dividend Equivalent representing that portion shall be in the form of additional RSUs, credited on a one-for-one basis. If a dividend on the Stock is payable wholly or partially in cash, the Dividend Equivalent representing that portion shall also be in the form of cash and a Recipient shall be treated as being credited with any cash dividends, without earnings, until settlement pursuant to Section 4 below. If a dividend on Stock is payable wholly or partially in other than cash or Stock, the Administrator may, in its discretion, provide for such Dividend Equivalents with respect to that portion as it deems appropriate under the circumstances. Dividend Equivalents shall be subject to the same terms and conditions as the RSUs originally awarded pursuant to this Restricted Stock Unit Agreement, and they shall vest (or, if applicable, be forfeited) as if they had been granted at the same time as the original RSU. Dividend Equivalents representing the cash portion of a dividend on Stock shall be settled in cash.

4. Delivery of Underlying Shares or Cash Settlement. With respect to any RSUs that become vested RSUs as of a Vesting Date pursuant to Section 2, the Company shall issue and deliver to the Recipient as soon as practicable following the applicable Vesting Date (a) the number of Underlying Shares equal to the number of RSUs vesting on that date or an amount of cash equal to the Fair Market Value, as defined in the Plan, of such Underlying Shares as of that date (or such later delivery date, if applicable) and (b) the amount (and in the form) due with respect to any Dividend Equivalents applicable to such Underlying Shares. Whether Underlying Shares, or the cash value thereof, shall be issued or paid at settlement shall be determined based on the “Form of Settlement” specified in the Customizing Information.

To the extent the vesting of any RSUs occurs during a “blackout” period wherein certain employees, including the Recipient, are precluded from selling Stock, the Administrator retains the right, in its sole discretion, to defer the delivery of the Underlying Shares; provided, however, that the Administrator shall not exercise its right to defer the Recipient’s receipt of the Underlying Shares if the Stock is specifically covered by a Rule 10b5-1 trading plan of the Recipient that causes the Stock to be exempt from any applicable blackout period then in effect. In the event the receipt of any shares of Stock is deferred hereunder due to the existence of a blackout period, the shares shall be issued to the Recipient on the first day following the termination of the blackout period; provided, however, that in no event shall the issuance of the shares be deferred later than the fifteenth day of the third month following the close of the year in which the Underlying Shares otherwise would have been issued.

Any shares issued pursuant to this Restricted Stock Unit Agreement shall be issued, without issue or transfer tax, by (i) delivering a stock certificate or certificates for such shares out of theretofore authorized but unissued shares or treasury shares of its Stock as the Company may elect or (ii) issuance of shares of its Stock in book entry form; provided, however, that the time of such delivery may be postponed by the Company for such period as may be required for it with reasonable diligence to comply with any applicable requirements of law. Notwithstanding the preceding provisions of this Section 4, delivery of Underlying Shares shall be made, or the amount of cash equivalent thereto shall be paid, only if the required purchase price designated as the “Purchase Price” shown in the Customizing Information per underlying RSU is paid to the Company by means of payment acceptable to the Company in accordance with the terms of the Plan. If the Recipient fails to pay for or accept delivery of all of the shares, the right to shares of Stock provided pursuant to this RSU may be terminated by the Company.

5. Withholding Taxes. The Recipient hereby agrees, as a condition of this award, to provide to the Company (or a Related Company employing the Recipient, as applicable) an amount sufficient to satisfy the Company’s and/or Related Company’s obligation to withhold any and all federal, state, local or provincial income tax, social security, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items or statutory withholdings related to the Recipient’s participation in the Plan (the “Withholding Amount”), if any, by (a) authorizing the Company and/or any Related Company employing the Recipient, as applicable, to withhold the Withholding Amount from the Recipient’s cash compensation, (b) remitting the Withholding Amount to the Company (or a Related Company employing the Recipient, as applicable) in cash or (c) delivering to the Company stock certificates registered in his or her name representing shares of Company Stock legally and beneficially owned by him or her, fully vested and free of all liens, claims, and encumbrances of every kind, duly endorsed or accompanied by stock powers duly endorsed by the record holder of the Company Stock represented by such certificates; provided, however, that to the extent that the Withholding Amount is not provided by one or a combination of such methods, the Company may at its election withhold from the Underlying Shares and any Dividend Equivalents that would otherwise be delivered that number of shares (and/or cash) having a Fair Market Value on the date of vesting sufficient to eliminate any deficiency in the Withholding Amount. Regardless of any action that the Company and/or Related Company takes with respect to any or all federal, state, local or provincial income tax, social security, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items or statutory withholdings related to the Recipient’s participation in the Plan, the Recipient acknowledges that he or she, and not the Company and/or any Related Company, has the ultimate liability for any such items. Further, if the Recipient becomes subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, the Recipient acknowledges that the Company and/or Related Company may be required to withhold or account for such tax-related items in more than one jurisdiction.

6. Non-assignability of RSUs and Dividend Equivalents. RSUs and any Dividend Equivalents shall not be assignable or transferable by the Recipient except by will or by the laws of descent and distribution or as permitted by the Administrator in its discretion pursuant to the terms of the Plan. During the life of the Recipient, delivery of shares of Stock or payment of cash as settlement of RSUs and any Dividend Equivalents shall be made only to the Recipient, to a conservator or guardian duly appointed for the Recipient by reason of the Recipient’s incapacity or to the person appointed by the Recipient in a durable power of attorney acceptable to the Company’s counsel.

7. Compliance with Securities Act; Lock-Up Agreement. The Company shall not be obligated to sell or issue any Underlying Shares or other securities in settlement of RSUs and any Dividend Equivalents hereunder unless the shares of Stock or other securities are at that time effectively registered or exempt from registration under the Securities Act and applicable state or provincial securities laws. In the event shares or other securities shall be issued that shall not be so registered, the Recipient hereby represents, warrants and agrees that the Recipient will receive such shares or other securities for investment and not with a view to their resale or distribution, and will execute an appropriate investment letter satisfactory to the Company and its counsel. The Recipient further hereby agrees that as a condition to the settlement of RSUs and any Dividend Equivalents, if requested by the Company, the Recipient will execute an agreement in a form acceptable to the Company to the effect that the Underlying Shares shall be subject to any underwriter’s or similar lock-up agreement in connection with an offering of any securities of the Company that may from time to time apply to shares held by officers and directors of the Company, and such agreement or a successor agreement must be in full force and effect.

8. Addendum. Notwithstanding any provisions in this Restricted Stock Unit Agreement, this RSU award shall, in the case of a Recipient subject to tax, working and/or residing in Israel, also be subject to any special terms and conditions set forth in Appendix A to this Restricted Stock Unit Agreement.

9. Legends. The Recipient hereby acknowledges that the stock certificate or certificates (or entries in the case of book entry form) evidencing shares of Stock or other securities issued pursuant to any settlement of an RSU or any Dividend Equivalent hereunder may bear a legend (or provide a restriction) setting forth the restrictions on their transferability described in Section 7 hereof, if such restrictions are then in effect.

10. Rights as Stockholder. The Recipient shall have no rights as a stockholder with respect to any RSUs, Dividend Equivalents or Underlying Shares until the date of issuance of a stock certificate (or appropriate entry is made in the case of book entry form) for Underlying Shares and any Dividend Equivalents. Except as provided by Section 3, no adjustment shall be made for any rights for which the record date is prior to the date such stock certificate is issued (or appropriate entry is made in the case of book entry form), except to the extent the Administrator so provides, pursuant to the terms of the Plan and upon such terms and conditions it may establish.

11. Effect Upon Employment and Performance of Services. Nothing in this Restricted Stock Unit Agreement or the Plan shall be construed to impose any obligation upon the Company or any Related Company to employ or utilize the services of the Recipient or to retain the Recipient in its employ or to engage or retain the services of the Recipient.

12. Time for Acceptance. Unless the Recipient shall evidence acceptance of this Restricted Stock Unit Agreement by electronic or other means prescribed by the Administrator within sixty (60) days after its delivery, the RSUs and any Dividend Equivalents shall be null and void (unless waived by the Administrator).

13. Section 409A of the Internal Revenue Code. The RSUs and any Dividend Equivalents granted hereunder are intended to avoid the potential adverse tax consequences to the Recipient of Section 409A of the Code and the Administrator may make such modifications to this Restricted Stock Unit Agreement as it deems necessary or advisable to avoid such adverse tax consequences. If and to the extent that the RSUs and any Dividend Equivalents are subject to Section 409A, in addition to the provisions of Section 9.13 of the Plan, any payment upon termination of the Relationship shall be made only upon a “separation from service” under Section 409A, and the Recipient may not directly or indirectly designate the calendar year of a payment.

14. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Recipient consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

15. Company Policies. This RSU shall be subject to any applicable clawback or recoupment policies, share trading policies, and other policies that may be implemented by the Board from time to time, in accordance with applicable law.

16. Nature of Award. By accepting this RSU, the Recipient acknowledges, understands and agrees that:

(a) the Plan is established voluntarily by the Company, is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan and this Restricted Stock Unit Agreement;

(b) the grant of this RSU is voluntary and occasional and does not create any contractual or other right to receive future awards under the Plan or benefits in lieu of Plan awards, even if RSUs or other Plan awards have been granted in the past;

(c) all decisions with respect to future RSU awards will be at the sole discretion of the Administrator;

(d) he or she is voluntarily participating in the Plan;

(e) the future value of the Underlying Shares is unknown and cannot be predicted with certainty; and

(f) the Company shall not be liable for any foreign exchange rate fluctuation between the Recipient’s local currency and the United States dollar that may affect the value of this RSU or any amounts due pursuant to the settlement of the RSU or the subsequent sale of any Underlying Shares acquired upon settlement.

17. General Provisions.

(a) Amendment; Waivers. This Restricted Stock Unit Agreement, including the Plan, contains the full and complete understanding and agreement of the parties hereto as to the subject matter hereof, and except as otherwise permitted by the express terms of the Plan and this Restricted Stock Unit Agreement and applicable law, it may not be modified or amended nor may any provision hereof be waived without a further written agreement duly signed by each of the parties; provided, however, that a modification or amendment that does not materially diminish the rights of the Recipient hereunder, as they may exist immediately before the effective date of the modification or amendment, shall be effective upon written notice of its provisions to the Recipient, to the extent permitted by applicable law. The waiver by either of the parties hereto of any provision hereof in any instance shall not operate as a waiver of any other provision hereof or in any other instance. The Recipient shall have the right to receive, upon request, a written confirmation from the Company of the Customizing Information.

(b) Binding Effect. This Restricted Stock Unit Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, representatives, successors and assigns.

(c) Fractional RSUs, Underlying Shares and Dividend Equivalents. All fractional Underlying Shares and any Dividend Equivalents settled in Stock resulting from the application of the Vesting Schedule or the adjustment provisions contained in the Plan shall be rounded down to the nearest whole share. If cash in lieu of Underlying Shares is delivered at settlement, or any Dividend Equivalents are settled in cash, the amount paid shall be rounded down to the nearest penny.

(d) Governing Law. This Restricted Stock Unit Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law.

(e) Construction. This Restricted Stock Unit Agreement is to be construed in accordance with the terms of the Plan. In case of any conflict between the Plan and this Restricted Stock Unit Agreement, the Plan shall control. The titles of the sections of this Restricted Stock Unit Agreement and of the Plan are included for convenience only and shall not be construed as modifying or affecting their provisions. The masculine gender shall include both sexes; the singular shall include the plural and the plural the singular unless the context otherwise requires. Capitalized terms not defined herein shall have the meanings given to them in the Plan.

(f) Language. If the Recipient receives this Restricted Stock Unit Agreement, or any other document related to this RSU and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

(g) Data Privacy.

(h) Notices. Any notice in connection with this Restricted Stock Unit Agreement shall be deemed to have been properly delivered if it is delivered in the form specified by the Administrator as follows:

(i) Version Number. This document is Version 1 of the BiomX Inc. 2019 Omnibus Long-Term Incentive Plan Restricted Stock Unit Agreement.

APPENDIX A

BIOMX INC.
2019 OMNIBUS LONG-TERM INCENTIVE PLAN
Restricted Stock Unit Agreement

FOR Israeli PARTICIPANTS

Terms and Conditions

This Appendix A includes additional terms and conditions that govern the RSU award to Recipient under the Plan if Recipient is subject to tax, works, and/or resides, in Israel.

This Appendix A forms part of the Restricted Stock Unit Agreement. Any capitalized term used in this Appendix A without definition will have the meaning ascribed to it in the Restricted Stock Unit Agreement or the Plan, as applicable.

If Recipient is a citizen or resident of a jurisdiction, or is considered resident of a jurisdiction, other than Israel, or Recipient transfers employment and/or residency from Israel after the Grant Date, the Company will, in its sole discretion, determine to what extent the additional terms and conditions included herein will apply to Recipient under these circumstances.

Notifications

This Appendix A also includes information relating to securities laws, exchange control, foreign asset/account reporting requirements, and other issues of which Recipient should be aware with respect to Recipient’s participation in the Plan. The information is based on the securities, exchange control, and other laws in effect in Israel as of July 2024. Such laws are often complex and change frequently. As a result, Recipient should not rely on the information herein as the only source of information relating to the consequences of Recipient’s participation in the Plan because the information may be out of date at the time that Recipient vests in the RSUs or sells Underlying Shares acquired pursuant to this RSU award.

In addition, the information is general in nature and may not apply to Recipient’s particular situation, and the Company is not in a position to assure Recipient of any particular result. Accordingly, Recipient should seek appropriate professional advice as to how the relevant laws in Israel may apply to Recipient’s situation.

Finally, if Recipient is a citizen or resident of a jurisdiction, or is considered resident of a jurisdiction, other than Israel, or Recipient transfers employment and/or residency from Israel after the Grant Date, the information contained herein may not apply to Recipient in the same manner.

Terms and Conditions

Nature of Award. By accepting this RSU award, Recipient understands and agrees that the RSUs are offered subject to and in accordance with the Israeli Appendix to the Plan and the RSU is intended to be a 102 Capital Gain Track Award (as defined in the Israeli Appendix). A copy of the Israeli Appendix is attached hereto as Exhibit A. Notwithstanding the foregoing, the Company does not undertake to maintain the qualified status of this RSU award and Recipient acknowledges that Recipient will not be entitled to damages of any kind if the RSU award becomes disqualified and no longer qualifies as a 102 Capital Gain Track Award. In the event of any inconsistencies between the Israeli Appendix, the Restricted Stock Unit Agreement and/or the Plan, the terms of the Israeli Appendix will govern.

Further, to the extent requested by the Company or an Affiliate, Recipient agrees to execute any letter or other agreement in connection with the grant of this RSU award or any future RSUs granted under the Israeli Appendix. If Recipient fails to comply with such request, the RSU may not qualify as a 102 Capital Gain Track Award.

Terms of RSUs. Certain specific terms of the RSU granted under this Agreement are set forth in Exhibit B attached hereto. Notwithstanding anything to the contrary, this RSU award shall not be settled in cash nor shall the Recipient be entitled to Dividend Equivalent Units.

Trust Arrangement. Recipient acknowledges and agrees that any Underlying Shares issued upon vesting of this RSU award will be registered under the name of the Company’s designated trustee in Israel, Altshare Trusts Ltd. (the “Trustee”) and for the benefit of the Recipient, in accordance with the terms of the trust agreement between the Company and the Trustee (the “Trust Agreement,” a copy of which is attached hereto as Exhibit C). Recipient further agrees that such Underlying Shares will be subject to the Required Holding Period (as defined in the Israeli Appendix), which shall be 24 months from the Grant Date. The Company may, in its sole discretion, replace the Trustee from time to time and instruct the transfer of all RSUs and Underlying Shares held and/or administered by such Trustee at such time to its successor and the provisions of this Restricted Stock Unit Agreement shall apply to the new Trustee mutatis mutandis. The Company may replace, amend, cancel or renew the Trust Agreement at any time, at its sole discretion. By accepting this RSU award, the Recipient hereby confirms that he or she read the provisions of the Trust Agreement and that the terms and conditions thereof are hereby agreed and acknowledged and the Recipient hereby agrees to be bound by, and comply with, the provisions of the Trust Agreement. The Recipient hereby confirms that he or she is aware that the Underlying Shares may be held by a global stock plan administrator other than the Trustee, and that funds from the sale or other disposition of such Underlying Shares will be transferred to an account in the name of the Trustee who shall transfer the funds to the Recipient only after withholding any applicable Israeli taxes as required by law.

Restriction on Sale. Recipient acknowledges that any Underlying Shares may not be sold prior to the expiration of the Required Holding Period in order to qualify for tax treatment under the 102 Capital Gain Track. Accordingly, Recipient shall not dispose of (or request the Trustee to dispose of) any such Underlying Shares prior to the expiration of the Required Holding Period, other than as permitted by applicable law. For purposes of Israeli tax provisions, “dispose” shall mean any sale, transfer or other disposal of the Underlying Shares by Recipient (including by means of an instruction by Recipient to the designated broker) or the Trustee, including a release of such Underlying Shares from the Trustee to Recipient.

Tax Obligations. The following provision supplements Section 5 of the Agreement.

The Recipient hereby acknowledges that he or she is familiar with the provisions of Section 102 of the Israeli Income Tax Ordinance (New Version), 5721- 1961 (the “Israeli Income Tax Ordinance”) and the regulations and rules promulgated thereunder, including without limitation, the tax implications applicable to this RSU award.

The fair market value of the RSUs on the Grant Date (as computed in accordance with the provisions relating to the 102 Capital Gain Track) shall be subject to taxation in Israel in accordance with ordinary income tax principles. Moreover, in the event that Recipient disposes of any Underlying Shares prior to the expiration of the Required Holding Period, Recipient acknowledges and agrees that any additional gains from the sale of such Underlying Shares will not qualify for tax treatment under the 102 Capital Gain Track and will be subject to taxation in Israel in accordance with ordinary income tax principles, and any sanctions under Section 102 with respect thereto shall be borne solely by the Recipient. Further, the Recipient acknowledges and agrees that Recipient will be liable for the Company’s or an Affiliates’ component of payments to the Israeli National Insurance Institute (to the extent such payments by the Company or Affiliate are required).

The Recipient agrees that he or she shall not sell or release from trust any Underlying Shares issued upon vesting under Section 102, or any shares received subsequently following any realization of rights, including without limitation, bonus shares and dividend equivalents, until the lapse of the Restricted Holding Period.

Recipient further agrees that the Trustee may act on behalf of the Company or its Affiliates, as applicable, to satisfy any obligation to withhold tax-related items applicable to the Recipient in connection with the RSUs granted under the Israeli Appendix.

The following provisions apply if Recipient was not an Israeli tax resident when the RSUs were granted or if the RSUs do not qualify as a 102 Capital Gain Track Award –

Non-Trustee Award. This RSU award is subject to the Plan and is not made pursuant to Sections 102(b)(2) and (3) of the Israeli Income Tax Ordinance and, in particular, is not eligible to benefit from the capital gains track described in subsection (b)(2) and (3) thereof. To facilitate compliance with tax requirements in Israel, the Recipient acknowledges and agrees that the Company may require that any Underlying Shares be held with the Company’s designated broker appointed under the Plan or another designee or that such Underlying Shares be sold at any such time specified by the Company.

Notifications

Securities Law Information. This RSU award does not constitute a public offering under the Israeli Securities Law, 1968.

Exhibits. Exhibits A–C attached hereto shall be considered an integral part of Appendix A and the Restricted Stock Unit Agreement.

BIOMX INC.
2019 OMNIBUS LONG-TERM INCENTIVE PLAN

EXHIBITS TO CUSTOMIZING INFORMATION FOR ISRAELI RECIPIENTS

EXHIBIT A

ISRAELI APPENDIX TO THE BIOMX, INC., 2019 OMNIBUS LONG-TERM EQUITY INCENTIVE PLAN

EXHIBIT B

TERMS OF RSUs

EXHIBIT C

Trust Agreement