First Amendment to Stock Option Award Agreement between Protalix BioTherapeutics, Inc. and Steven Rubin

Summary

Protalix BioTherapeutics, Inc. and Steven Rubin have amended their original Stock Option Award Agreement dated December 31, 2006. This amendment changes the schedule for when Mr. Rubin can exercise his option to purchase 387,542 shares of company stock. The new vesting schedule allows 40% of the options to vest after one year, with the remaining shares vesting in four installments through September 2009. Mr. Rubin must continue providing consulting services to the company for the options to vest. All other terms of the original agreement remain unchanged.

EX-10.16 7 e26589ex10_16.txt FIRST AMEND TO THE STOCK OPTION AWARD AGRMENT Exhibit 10.16 FIRST AMENDMENT TO THE STOCK OPTION AWARD AGREEMENT DATED DECEMBER 31, 2006 BY AND BETWEEN PROTALIX BIOTHERAPEUTICS, INC. AND STEVEN RUBIN THIS FIRST AMENDMENT ("Amendment"), made effective as of February 28, 2007, by Protalix BioTherapeutics, Inc., a Florida corporation (the "Corporation") and Steven Rubin ("Grantee") to that certain Stock Option Award Agreement, dated December 31, 2006, by and between the Corporation and Grantee (the "Agreement"). W I T N E S S E T H: WHEREAS, the Corporation and Grantee entered into the Agreement whereby the Corporation granted Grantee an option to purchase 387,542 shares of the common stock of the Corporation, subject to a certain vesting schedule (the "Vesting Schedule") set forth therein (the "Option"); and WHEREAS, the parties desire to amend the terms of the Option to revise the Vesting Schedule. NOW, THEREFORE, effective as of the date hereinabove written, the parties hereto hereby agree that the Agreement shall be amended as follows: 1. Section 2(a) is hereby amended in its entirety to read as follows: "(a) Right to Exercise. The Option shall be exercisable during its term in accordance with the following Vesting Schedule: Percentage of Stock Vesting Date ------------------- --------------------------------------- 40% On the first anniversary of the date of this Agreement; and 15% On each of the following dates: June 30, 2008, December 31, 2008, June 30, 2009 and September 30, 2009. Notwithstanding the foregoing, such vesting schedule shall cease and all unvested options shall remain unvested in the event Grantee ceases to provide to the Company legal, corporate and any other consulting services as required by the Company, it being agreed that Grantee shall provide such services for at least two working days per calendar month ("Continuous Service") to the extent so requested by the Company. In no event shall the Company issue fractional Shares." 2. In all other respects, the Agreement shall remain unchanged by this Amendment. IN WITNESS WHEREOF, the parties have caused this Amendment to be executed the day and year first above written. PROTALIX BIOTHERAPEUTICS, INC. By: /s/ David Aviezer ------------------------------------------- Name: David Aviezer, Ph.D. Title: President and Chief Executive Officer GRANTEE /s/ Steven Rubin ---------------------------------------------- Steven Rubin 2