Amended and Restated Employment Agreement with Einat Brill Almon, Ph.D., dated June 7, 2020

Exhibit 10.2

AMENDED & RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of June 7, 2020 (the “Effective Date”), by and between Protalix Ltd., a company organized under the laws of the State of Israel (the “Company”) and Einat Brill Almon, Ph.D., a resident of the State of Israel (the “Employee”) (each of the Company and Employee shall be referred to herein, as a “Party” and collectively, the “Parties”).

NOW, THEREFORE, based on the representations contained herein and in consideration of the mutual premises and covenants set forth herein, the Company and the Employee hereby agree that the Existing Agreement is hereby amended and restated in its entirety to read as follows:

In full consideration of Employee’s employment hereunder, commencing as of the Effective Date (unless otherwise expressly provided in this Section 2), the Employee shall be entitled to the following payments and benefits, it being understood and agreed that any Salary-based benefits shall be calculated exclusively on the basis of the base Salary (without consideration to any other benefit):

2.2.1       Employee shall be entitled to the following cash bonuses upon the successful achievement of the milestones set forth opposite the bonus amounts:

2.2.2.       The Board shall be entitled to grant, at any time, and notwithstanding the foregoing, a discretionary cash or equity bonus to the Employee, based on significant achievements.

2.2.3       Without derogating the foregoing, in the event of Triggered COC (as defined below), Employee shall be entitled to receive a one-time cash bonus in the amount of $400,000 (the “COC Bonus”); provided, however, that (i) the COC Bonus is inclusive of any termination notice and other applicable amounts stipulated under this agreement; and (ii) the COC Bonus is inclusive of any milestone achieved following the consummation of such change of control.

For the purpose hereof, Triggered COC shall mean: Change in ownership or control of Protalix Inc. effected through the direct acquisition by any person or related group of persons (other than an acquisition from or by Protalix Inc. or by a Protalix Inc.-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, Protalix Inc.) of beneficial ownership (within the meaning of Rule 13d-3 of the U.S. Securities Exchange Act of 1934) of securities possessing more than fifty percent (50%) of the total combined voting power of Protalix Inc.’s outstanding securities pursuant to an agreement which was initiated by the Board of Directors of Protalix Inc. and was led by an investment bank on its behalf.

It is agreed that the definition of Triggered COC is applicable only to this Agreement and not to the Plan (as defined below).

An option under Protalix Inc.’s 2006 Amended and Restated Stock Incentive Plan, as amended (the “Plan”) to purchase 196,995 shares of common stock, par value US$0.001 per share, of Protalix Inc. (the “Option”), shall be granted to the Employee pursuant to the terms of an Option Agreement, subject to the following terms and conditions:

(i) vesting over a period of four (4) years on a quarterly basis, commencing on the date of grant;

(ii) vesting of the Option will be accelerated in full upon a Corporate Transaction or a Change in Control, as those terms are defined in the Plan;

(iii) the shares underlying the Option will have an exercise price equal to the closing sales price of Protalix Inc. common stock on the NYSE American for the trading day immediately preceding the date of grant; and

(iv) the Option shall be granted to Employee pursuant to Section 102 of the Tax Ordinance, capital gain route, and the rules, regulations, orders and procedures promulgated hereunder.

In the event that the Employee shall elect to be insured in a Manager’s Insurance Policy or a provident fund which is not a Pension Fund - the Company’s contributions for benefits (Tagmulim) shall include payment for disability insurance in an amount which will ensure 75% of the Salary, provided, however, that in any event the contributions of the Company for benefits shall be equal to at least 5% of the Salary, and the total cost of the Company for disability insurance and benefits shall not exceed 7.5% of the Salary.

The Parties hereby declare and agree that the pension arrangement in accordance with this clause constitutes a “beneficial arrangement” for the purpose of the Extension Order (Combined Version) for Mandatory Pension under the Collective Agreements Law, 5717-1957 (the “Pension Extension Order”), and the Company shall not be under any obligation to provide any pension arrangement as provided in the Pension Extension Order other than as provided in this Section.

Without derogating from the generality of the aforesaid, all payments made by the Company to the Policy shall be in lieu of severance pay due to the Employee or her heirs from the Company, and the Company shall not have any additional or other obligations to pay the Employee severance payments, and the Employee hereby consents to this arrangement in accordance with Section 14 of the Severance Pay Law 5723-1963 and the “General Approval Regarding Payments by Employers to a Pension Fund and Insurance Fund in Lieu of Severance Pay” (the “General Approval”), a copy of which is attached to this Agreement as Exhibit A, and the provisions of the General Approval shall apply to the Employee and this Agreement.

For avoidance of doubt, as of the date indicated herein, the General Approval has not yet been updated to reflect the percentages of contributions/deductions indicated above. In the event of discrepancy between the updated General Approval and the percentages stated herein, the updated General Approval shall prevail.

The Company hereby waives any entitlement and/or right for reimbursement with respect to the severance compensation and acknowledges, that upon termination of the Employee’s employment in the Company, including inter alia, in the event of the Employee’s resignation, the Company shall release the severance compensation and shall transfer the severance compensation to the Employee, except in the event that: (i) the Company has terminated the Employee’s employment due to circumstances under which her entitlement for severance payment is denied pursuant to Articles 16 or 17 of the Severance Law; or (ii) the Employee has already withdrawn funds from the Policy and not because of “EIROA MEZAKE” according to Section 2(b) of the General Approval.

Employee shall coordinate in advance with the CEO the dates of the vacation hereunder.

2.10.1.       The Company shall provide the Employee with a Company car (the “Company Car”), at Employee’s discretion, from the category of cars provided by the Company to its officers of the same level as the Employee. The Company Car shall be placed with the Employee for her business and personal use. Employee shall take good care of the Company Car and ensure that the provisions of the insurance policy and the Company’s rules relating to the Company Car are strictly, lawfully and carefully observed.

2.10.2.       Subject to applicable law, the Company shall bear all fixed and ongoing expenses relating to the Company Car and to the use and maintenance thereof, excluding expenses incurred in connection with any violations of law, which shall be paid solely by Employee. The Company shall gross up any and all taxes applicable to the Employee in connection with said Company Car and the use thereof, in accordance with income tax regulations applicable thereto.

2.10.3.       Upon the termination of employment hereunder, the Employee shall return the Company Car (together with its keys and any other equipment supplied and/or installed therein by the Company and any documents relating to the Company Car) to the Company’s principal office. Employee shall have no rights of lien with respect to the Company Car and/or any of said equipment and documents.

For the purposes of this Agreement, the term “Cause” shall mean: (i) a material breach by Employee of this Agreement, provided such event is not cured within thirty (30) days after receipt by the Employee of a written notice from the Company; (ii) any breach by Employee of her fiduciary duties or duties of care to the Company; (iii) Employee’s dishonesty or fraud or felonious conviction; (iv) Employee’s embezzlement of funds of the Company; (v) any conduct by Employee, alone or together with others, which is intent to cause materially injurious to the Company, monetary or otherwise; (vi) Employee’s gross negligence or willful misconduct in performance of her duties and/or responsibilities hereunder; (vii) Employee’s disregard or insubordination of any lawful resolution and/or instruction of the CEO with respect to Employee’s duties and/or responsibilities towards the Company, provided such event is not cured within thirty (30) days after receipt by the Employee of a written notice from the Company; (viii) the occurrence of an event or circumstance which result in the Employee having a conflict of interest with her position with the Company, without Employee having notified the Company thereof, as provided herein; (ix) any breach by Employee of her confidentiality undertakings to the Company; or (x) any consequences which would entitle the Company to terminate Employee’s employment without severance payments under the Severance Pay Law.

Arbitration proceedings shall be conducted for no longer than forty-five (45) days. The proceedings shall be conducted in Hebrew and according to the rules of substantive law. The arbitrator will not be bound by rules of evidence or procedure and will give a reasoned decision, in writing. The arbitrator’s decision shall be final and binding in any court. Unless otherwise determined by the arbitrator, each party to the proceedings shall bear its own expenses and the arbitrator’s fees and expenses shall be borne in equal parts by the parties to the proceedings.

This Section shall constitute an arbitration agreement between the Parties.

[Signature Page to Protalix Ltd. Employment Agreement]

IN WITNESS WHEREOF, the Parties hereto have executed this Employment Agreement as of the date first above-mentioned.

Exhibit A

GENERAL APPROVAL REGARDING PAYMENTS BY EMPLOYERS TO A PENSION FUND AND INSURANCE FUND IN LIEU OF SEVERANCE PAY

By virtue of my power under Section 14 of the Severance Pay Law, 5723-1963 (hereinafter, the “Law”), I certify that payments made by an employer beginning on the date this authorization is publicized, for its employee, towards a comprehensive pension in a provident fund for benefit payments, which is not an insurance fund as implied in the Income Tax Regulations (Rules for Approving and Managing Provident Funds) 5724-1964 (hereinafter, a “Pension Fund”), or towards Managers’ Insurance that includes an option for benefit payments (hereinafter, an “Insurance Fund), or a combination of payments towards a Pension Fund and an Insurance Fund (hereinafter, “Employer Payments), shall be in lieu of the severance pay to which the said employee is entitled for the wages of which the said payments were made and for the period for which they were paid (hereinafter, the “Exempted Salary”), provided the following conditions shall be met:

(a)       To a Pension Fund are not less than 14.33% of the Exempted Salary or 12% of the Exempted Salary if the employer pays for his employee, in addition to this, supplementary severance payments towards a Severance Pay Fund or an Insurance Fund in the name of the employee, at a rate of 2.33% of the Exempted Salary. If the employer does not pay the said 2.33% in addition to the 12%, its payments shall be only in lieu of 72% of the employee’s severance pay;

(b)       To an Insurance Fund are not less than one of the following:

(1)       13¹/₃% of the Exempted Salary, if the employer pays for its employee payments for additional monthly salary support in case of employee’s inability to work, through a plan approved by the Supervisor for Capital Markets, Insurance and Savings in the Ministry of Finance, at a rate necessary to guarantee at least 75% of the Exempted Salary, or at a rate of 2¹/₂% of the Exempted Salary, whichever is lower (hereinafter, “Disability Insurance”);

(2)       11% of the Exempted salary, if the employer paid an additional payment for the Disability Insurance, and in such case the employer’s payments shall be only in lieu of 72% of the employee’s severance pay. If, in addition to such payments, the employer has also paid payments for the supplement of severance pay to a Severance Pay Fund or an Insurance Fund under the name of the employee at a rate of 2¹/₃% of the Exempted Salary, the employer’s payments shall be in lieu of 100% of the employee’s severance pay.

(2)           Not later than three months from the commencement of the employer’s payments a written agreement shall be prepared between the employer and the employee, which shall include:

(a)       The employee’s agreement to an arrangement in accordance with this authorization, in wording that specifies the employer’s payments and the Pension Fund and the Insurance Fund, as relevant. The said agreement shall also include the wording of this approval;

(b)       The employer’s prior waiver of any right it may have to a financial reimbursement for all or part of its payments, unless the employee’s right to severance pay has been rescinded by a Judicial decree by virtue of Sections 16 or 17 of the Law, or that the employee withdrew funds from the Pension Fund or from the Insurance Fund not for a qualifying incident. In this regard, a “qualifying incident” means death, disability or retirement at the age of 60 or older.

(3)           This authorization shall not derogate from the employee’s right to severance pay under the Law, collective agreement, expansion order or employment contract, for wages exceeding the Exempted salary.