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COMPENSATION POLICY FOR OFFICE HOLDERS
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, if and to the extent such determination is required
by the Companies Law to be made pursuant to the Compensation Policy.
This Policy is made, and the Terms of
Office and Engagement determined pursuant hereto shall be determined, on the basis of various considerations, including those listed in
With a view to achieving the general
purpose and intent of the considerations as set forth in Section 4, the Terms of Office and Engagement of an Office Holder shall be predominantly
based on the following considerations, as applicable in each case:
The relevance and applicability 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.
The Company 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 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.
Any of the above benefits may be within
the requirement mandated by Applicable Law or in excess thereof, subject to applicable law and the terms of this Policy. 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, in addition to retirement and termination benefits and payments as may be required by Applicable Law, the following:
| Executive | Authorized Body |
| Executive other than the CEO | CEO |
| CEO | Committee and Board |
| Executive who is a Controlling Shareholder (or a relative thereof) | 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.
The Terms of Office and Engagement
of a non-employee Director (including an External Director, within the meaning of the Companies Law, if serving on the Board) 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.
The Terms of Office and Engagement
of an External Director, within the meaning of the Companies Law, if serving on the Board, shall be subject to and determined in accordance
with the Companies Law and the applicable regulations promulgated thereunder.
Except as set forth in this Section
7, Directors shall not be entitled to any compensation, unless they are employed in an additional position at the Company, in which case
their terms and conditions of employment shall be determined according to Company customary compensation and policies for similar positions,
subject to the provisions of this Policy.
All non-employee Directors (including
External Directors, if elected) shall be paid an annual cash fee and per meeting fees in accordance with the Israeli Companies Regulations
(Rules Regarding the Compensation and Expenses of an External Director), 5760-2000 and the Israeli Companies Regulations (Relief for Companies
Whose Securities are Listed on a Stock Exchange Outside of Israel), 5760-2000, as such regulations may be amended from time to time.
The Company may elect to pay increased
fees to non-employee Directors who have accounting and financial expertise or certain professional expertise, within the meaning of and
in accordance with the Director Compensation Regulations.
All Directors may be reimbursed for
their reasonable expenses (against invoices) incurred in connection with attending meetings of the Board and committee's thereof
(including domestic and international travel expenses) and travelling on behalf of the Company, consistent with the Company's practices
The Company may indemnify and exculpate
its Executives and Directors (including in their capacity as Executives and Directors of the Company's Affiliates) to the fullest
extent permitted by Applicable Law from time to time, as provided in an agreement between such individuals and the Company, all subject
to Applicable Law and the Company's articles of association. The Company may adopt arrangements to secure such indemnification obligations
for its Directors and Executives.
Office and Engagement of an Office Holder shall include provisions that require an Office Holder 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, provided that (i) such restatement has occurred within 36
months of the payment; and (ii) the accounting restatement is not the result of changes in Applicable Law, including changes in generally
acceptable accounting principles or financial reporting standards. The 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 Office Holder was able to recoup tax payments made with respect to the amounts to be repaid, (ii) the period of
time 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 Office Holder during such period, and
(iii) such other provisions as determined in each case, subject to Applicable Law. Notwithstanding the aforesaid, the compensation recovery
will not be triggered if the Committee has determined that "recoupment" proceedings in the specific case would be impossible,
impractical or not commercially or legally efficient. Nothing in this Section 9 shall derogate from or limit any other "clawback"
or similar provisions imposed on an Office Holder by Applicable Law, including applicable stock exchange listing rules and securities
laws, or a separate contractual obligation.
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 appear.
Adopted by the Company's Board of Directors