Full Press Release Details
Enlivex Therapeutics Ltd.
Amended and Restated Compensation Policy for
Company Office Holders
The objective of this compensation policy
(the "Policy") is to define and describe the Company's Office Holder compensation policy as required by the Israeli
Companies Law - 1999 the "Companies Law").
It is emphasized that this Policy does
not grant rights to the Company's Office Holders, and the adoption of this Policy in itself does not grant the right to any Office
Holder of the Company to receive any of the compensation components described herein. It is the Company's policy to approve the
appointment of all executives who are subject to this Policy by the Company's Board of Directors. In addition, the compensation
amounts and components that an Office Holder will be entitled to receive will be only those that are specifically approved for the Office
Holder by the Company's authorized bodies, and subject to the provisions of any applicable law.
If an Office Holder receives compensation
that is less than the compensation contemplated in this Policy, such compensation shall not be considered as a deviation or exception
from this Policy, and shall not require the approval of the Company's shareholders' meeting that would otherwise be required
Enlivex Therapeutics Ltd. is a publicly
traded clinical stage macrophage reprogramming immunotherapy company for immune system rebalancing.
In order to remain competitive in the
international markets, the Company must be able to attract and retain Israeli and international top-level talented professionals with
the unique and necessary skills set. Therefore, and in light of the Company's status as an Israeli company with a global footprint,
it aims to adopt compensation policies and procedures that match those of global companies of similar complexity, while complying with
applicable local laws and customs, and treating our Office Holders fairly and consistently on a global basis and providing them with competitive
compensation packages.
This Policy will apply to compensation
approved after the date of its adoption.
The masculine form is used in this policy
for convenience purposes only and it refers to both women and men equally.
Unless otherwise defined, capitalized
terms used herein shall have the meanings ascribed to them in this Paragraph 2.
"Advance Notice Period"
- the period of time following notice of termination of employment or services agreement, after which termination will become
"Equity-Based Compensation"
- options, restricted shares, restricted stock units and any other equity-based payments settled with the Company's shares.
- payments in respect to employment or services that are provided, that do not depend on variables that are unknown at the time
that the payment is determined. This component includes salary, pension, severance pay, annual paid vacation, loss-of-work-capacity insurance,
employer National Insurance contributions, signing bonus and tax gross-ups.
as defined in the Companies Law, as may be amended from time to time, and as to the adoption date of this Policy, refers to - Directors
(including the Chairman of the Board1), Chief Executive Officer (the "CEO"), Deputy General Manager, Chief
Officers, any person performing such function in the Company even if under a different title and managers directly subordinate to the
or "Management Fees" - With respect to each Office Holder, the Company's cost of engagement with
regards to the Fixed Component, including Related Benefits, as set forth in Section 8.3, including any tax or other deductions
required of the Company in connection with the engagement, and excluding accounting provisions in respect of past commitments and
VAT (where applicable), all on a monthly basis.
- those performing management functions directly subordinate to the CEO.
"Severance Grants" -
payment or any other benefit awarded to an Office Holder in connection with termination of his position at the Company. These payments
are on top of any severance payments required by applicable law.
"Variable Component"
- payments that depend on variables that are unknown at the time that the payment is determined. This component includes annual
bonus, special cash incentives, options and other Equity-Based Compensation that may be performance and/ or time based.
Pursuant to the Companies Law, this
Policy will be brought to the approval of our shareholders and upon approval by the shareholders of the Company, shall serve as our Compensation
Policy for the three years period commencing as of its adoption by our shareholders, unless amended earlier.
The Company's Compensation Committee
(the "Compensation Committee") shall periodically review this Policy and monitor its implementation, and recommend
to the Board of Directors to amend this Policy, as it may deem necessary from time to time.
The purpose of this Policy is to serve
as an instrument in the hands of the Company's Board of Directors and management to advance the goals and work plans of the Company,
including with a view for the long term, by:
The combination of the various compensation
components described in this document is intended to create a balance and an appropriate ratio between fixed compensation and variable
compensation so as to create a performance-based compensation system that promotes the Company's goals and corresponds with its
risk management policy.
Presented hereunder are the parameters
that will be considered by the Company when examining the compensation terms of the Company's Office Holders (among others):
When determining the compensation terms
of the Company's Office Holders and the average and median cost of employment of the Company's employees (including contract
workers) and such ratio's effect on work relations in the Company, all as further detailed in the Companies Law. In the course of
preparing this Policy, the Compensation Committee and Board of Directors examined the ratio between the total compensation of Office Holders
that derives from the adoption of this Policy and the average and median cost of employment of the Company's employees. The Compensation
Committee and Board of Directors determined that these ratios are reasonable and are not expected to have a negative effect on work relations
Chairman of the Board
Changes in the salary terms of the Office
Holders mentioned above will be made pursuant to the requirements of applicable law.
Subject to applicable law, an immaterial
change, or aggregate changes, in the terms of office and engagement of Senior Staff may be approved by the CEO, provided that the amended
terms are in accordance with this Policy and such change, or such aggregate changes, do not exceed an amount equal to 10% of the annual
compensation of such Senior Staff (as compared to the terms of office and engagement approved by the Compensation Committee and Board
The Chairman of the Board, CEO and Senior
Staff will each be entitled to certain benefits ("Related Benefits"), including social benefits as provided under applicable
law. In addition, their salary package can include additional benefits, such as use of a car (including grossing up the related tax),
an annual paid vacation that is longer than that prescribed in applicable law, phone and communication devices and/or costs, health insurance,
holiday and special occasion gifts, reimbursement of business and travel expenses, reimbursement of relocation and related expenses, subscriptions
to professional literature, academic and professional studies etc. These benefits will be as determined by the Company on the date of
the approval of the employment or services agreement, and may be examined from time to time and be adjusted by the Compensation Committee
subject to such applicable law.
The Chairman of the Board, CEO and Senior
Staff may each be eligible, in connection with their appointment, to receive a sign-on bonus, which shall not exceed the average of such
sign-on bonuses for comparable public companies, as documented by a compensation consultant, subject to a vesting period (i.e. working
period) of at least 3 years, as will be determined by the Company's governing bodies, in accordance applicable law.
| Chairman | Executive Chairman | CEO | Senior Staff | Directors |
| 100% of the annual Salary Cost/Management Fees and not more than 1% of the Company's fully diluted share capital. | 200% of the annual Salary Cost/Management Fees and not more than 3% of the Company's fully diluted share capital. | 100% of the annual Salary Cost/Management Fees and not more than 2% of the Company's fully diluted share capital. | 75% of the annual Salary Cost/Management Fees and not more than 1% of the Company's fully diluted share capital. | Annual Economic Value of US$200,000 |
For the avoidance of doubt, it is clarified
that the Equity-Based Compensation ceiling is in addition to the annual bonus ceiling as set forth below.
The weight of each parameter should
not exceed 50% of the total grant.
In special circumstances, as determined
by the Compensation Committee and the Board of Directors (e.g., regulatory changes, significant changes in the Company's business
environment, a significant organizational change, a significant M&A event, etc.), the Compensation Committee and Board of Directors
may modify the parameters and/or their relative weights during the fiscal year.
The Compensation Committee and Board of Directors of the Company shall