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KAMADA LTD. COMPENSATION POLICY FOR EXECUTIVE OFFICERS 1. Purpose This Compensation Policy (the " Policy ") constitutes the Compensation Policy (as such term is defined in the Companies Law) of Kamada. Ltd. (the " Compan

Key Takeaway: COMPENSATION POLICY FOR EXECUTIVE OFFICERS This Compensation Policy (the "Policy") constitutes the Compensation Policy (as such term is defined in the Companies Law) of Kamada. Ltd. (the "Company") with respect to the determination of Terms of Office and Engagement of Office H

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COMPENSATION POLICY FOR EXECUTIVE OFFICERS
This Compensation Policy (the "Policy")
constitutes the Compensation Policy (as such term is defined in the Companies Law) of Kamada. Ltd. (the "Company")
with respect to the determination of Terms of Office and Engagement of Office Holders (as such term is defined in the Companies Law),
other than non-employee directors (each an "Executive"), if and to the extent such determination is required by the
Companies Law be made pursuant to the Compensation Policy.
to achieving the general purpose and intent of the considerations as set forth in Section 4, the Terms of Office and
Engagement of an Executive shall be predominantly based on the following considerations:
shall be made on the basis of all or part of the foregoing considerations and the weight of any particular consideration shall be as determined
in the particular instance and based on the specific circumstances.
may, but shall not be required to, obtain advice from advisors and professionals for the purpose of assessing and determining the above
considerations as the Company deems necessary, including, for the purpose of gathering relevant data, market research, labor practices
and economic/cost analysis.
The Terms of Office and Engagement
of an Executive may include a combination of all or any part of the following components. In each instance, consideration shall be given
as to which components are appropriate and their respective weight. Any deviation of up to 10% from the ratios and caps set forth in this
policy shall not be deemed as a deviation from this Policy.
The Terms of Office and Engagement
of an Executive will include benefits or entitlements mandated by Applicable Law and may include benefits generally acceptable in the
local market or industry or generally available to other employees of the Company (or any applicable Affiliate or division) in accordance
with Company policies, including (without limitation) the following benefits:benefits, listed below. For avoidance
of doubt, Executives who are based outside of Israel may receive other similar, comparable, or customary benefits as applicable in the
relevant jurisdiction in which they are employed.
Applicable Law, the acquisition, extension, renewal or replacement of D&O Insurance may be approved solely by the Committee provided
that (i) the maximum aggregate limit of liability pursuant to the D&O Insurance (including Side "A" coverage) shall be
not more than US$50,0000,000 (fifty million U.S. Dollars) for each D&O Insurance period; and (ii) the Committee has determined
that the sums are reasonable considering the Company's exposures covered under such policy, the scope of cover and the market conditions,
and that the D&O Insurance is on market terms and shall not have a material impact on the Company's profitability, assets
Subject to Applicable Law, the D&O
Insurance, as well as the additional premium, shall be approved by the Committee (and, if required by law, by the Board), which shall
determine that the sums are reasonable considering the exposures pursuant to such public offering of securities, the scope of cover and
the market conditions, and that the extended D&O Insurance is on market terms and shall not have a material impact on the Company's
profitability, assets or liabilities.
Any of the above benefits
may include gross up of taxes and mandatory payments required to be made by Applicable Law.
Executives' termination
payments may include:
Executive Authorized Body
Executive other than the CEO CEO
CEO Committee and Board
The CEO shall inform the Committee of
any awards to Executives (other than the CEO) determined by the CEO in accordance with the authority granted under this Section 6.2.2
at the first Committee meeting to be held after the determination by the CEO of each such award.
Subject to Applicable Law, the Committee
and Board shall determine and approve if and to what extent the measurable criteria (determined in accordance with the authority granted
under this Section 6.2.2) have been achieved with respect to the CEO and all other Executives.
of Office and Engagement of an Executive shall include provisions that require an Executive to repay to the Company amounts paid to such
Officer Holder as part of the Terms of Office and Engagement, if they were paid on the basis of figures that later transpire to be incorrect
and were restated in the Company's financial statements. The Compensation Committee shall be entitled to determine
the amounts and conditions of such repayment, which may include terms under which (i) repayment will be made either on a pre-tax basis
or an after-tax basis, unless and to the extent the Executive was able to recoup tax payments made with respect to the amounts to be repaid,
(ii) no repayment obligation shall arise after the lapse of a period of time of no less than three years from the date on which the original
payment was made, (iii) the period of time of no more than 12 months over which the repayment payments to the Company shall be made and
the ability to make the repayment in installments or (to the extent permitted under Applicable Law) as a set-off against cash compensation
paid by the Company to the Executive during such period , (iv) no repayment obligation shall arise in the event that the reason or basis
for the restatement was due to changes in the Applicable Law, including generally acceptable accounting principles or financial reporting
standards; and (v) such other provisions as determined in each case, subject to Applicable Law. Nothing in this Section 7 shall
derogate from or limit any other or similar provisions imposed on an Executive by Applicable Law, including, securities laws.
This Policy shall be governed by the
laws of the State of Israel, excluding its conflict of law rules, except with respect to matters that are subject to tax or labor laws
in any specific jurisdiction, which shall be governed by the respective laws of such jurisdiction. Certain definitions, which refer to
laws other than the laws of such jurisdiction, shall be construed in accordance with such other laws.
If any provision of this Policy
shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and
thereof shall be severable and enforceable in accordance with their terms, and all provisions shall remain enforceable in any other
jurisdiction. In addition, if any particular provision contained in this Policy shall for any reason be held to be excessively broad
as to duration, geographic scope, activity or subject, it shall be construed by limiting and reducing such provision as to such
characteristic so that the provision is enforceable to fullest extent compatible with the Applicable Law as it shall then
Adopted by the Company's Board of Directors:
August 11, 2020[ ], 2022
Last updated: Nov 17, 2022