Employment Agreement between Protalix Ltd. and Gilad Mamlok (Senior Vice President and CFO)

Exhibit 10.1

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of June 13, 2025 (the “Effective Date”), by and between Protalix Ltd., a company organized under the laws of the State of Israel (the “Company”) and Mr. Gilad Mamlok (the “Employee”) (each of the Company and the Employee shall be referred to herein, as a “Party” and collectively, the “Parties”).

WHEREAS, the Company is engaged, inter alia, in the research and development of proteins and expression thereof in plant cell cultures; and

WHEREAS, the Company desires to engage the Employee as an employee of the Company in the position of Senior Vice President and Chief Financial Officer of the Company and of its parent company, Protalix BioTherapeutics, Inc. (the “Parent Company” and the “Position”, respectively) and the Employee desires to serve the Company and the Parent Company as an employee in such Position, on the terms and conditions hereinafter set forth;

NOW, THEREFORE, based on the representations contained herein and in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:

In full consideration of the Employee’s employment hereunder, commencing as of the Commencement 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):

2.2.1The Employee shall be entitled to an annual bonus based on multiples of the Employee’s base monthly Salary, subject to the approval of the Board of Directors of the Company or its Compensation Committee (collectively, the “Board”), and at its sole discretion. The determination of the Board (and any other organ approval required under applicable law) shall be made following the end of each calendar year during the term hereof and the bonus shall be payable, if applicable, with the next salary following the publication of the Company’s annual financial report. The Board shall determine the bonus on the basis of annual objectives which shall include both measurable and strategic parameters (in such ratios as shall be approved by the Board), to be agreed in advance with the Employee on an annual basis (the “Objectives”). The Board’s (and any other organ’s approval required under applicable law) decision regarding the foregoing bonus payment shall be based on the Board’s determinations, in its discretion, that the Employee achieved 80% or more of the Objectives (the “Percentage Achievement”). The amount of the bonus is anticipated to fall within the following range: (i) for achievement of 80% of the Objectives, a bonus in an amount equal to four (4) monthly Salaries; (ii) for achievement of 100% of the Objectives, a bonus in an amount equal to five (5) monthly Salaries; and (iii) for achievement of 120% of the Objectives, a bonus in an amount equal to six (6) monthly Salaries, which will also be the maximum amount. Notwithstanding the foregoing, for purposes of calendar year 2025, the Company shall calculate the annual bonus on a pro rata basis based upon the portion of the year during which the Employee was employed by the Company.

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

2.2.3Without derogating the foregoing, if the Employee’s employment is terminated during the twelve- (12-) month period proceeding a Triggered COC (as defined below) for any reason other than pursuant to Section 6.3 of this Agreement, the Employee shall be entitled to receive a one-time bonus equal to twelve (12) months’ cost of the Employee’s then applicable Salary (“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 Triggered COC.

For the purpose hereof, Triggered COC shall mean: Change in ownership or control of the Parent Company effected through the direct acquisition by any person or related group of persons (other than an acquisition from or by the Parent Company or by a Parent Company-sponsored employee benefit plan or by a person that directly or indirectly controls, is controlled by, or is under common control with, the Parent Company) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the U.S. Securities Exchange Act of 1934) of securities possessing more than fifty percent (50%) of the total combined voting power of the Parent Company’s outstanding securities pursuant to an agreement which was initiated by the Board 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 (the “Option”) to purchase a number of shares of common stock, par value US$0.001 per share (the “Common Stock”), equal to 0.75% of the total amount of shares of Common Stock outstanding as of the Commencement Date, shall be granted to the Employee on the Commencement Date pursuant to the terms of an option agreement dated as of the Commencement Date, subject to the following terms and conditions:

(i) the shares of Common Stock underlying the Option shall vest on a quarterly basis over a period of three (3) years in twelve (12) equal increments, commencing on the Commencement Date;

(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 Parent Company 2006 Stock Incentive Plan, as amended (the “Plan”);

(iii) the shares underlying the Option will have an exercise price equal to the closing sales price of the Common Stock on the NYSE American for the day immediately preceding the Commencement Date;

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

(v) the Option shall be granted to the Employee (i) as an inducement grant under applicable rules and regulations or (ii) under the Plan.

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 his 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 B, 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 his 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.

For the purposes of this Agreement, the term “Cause” shall mean: (i) a material breach by the 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 the Employee of his fiduciary duties or duties of care to the Company and\or the Parent Company; (iii) the Employee’s dishonesty or fraud or felonious conviction; (iv) the Employee’s embezzlement of funds of the Company and\or the Parent Company; (v) any conduct by the Employee, alone or together with others, which is intent to cause materially injurious to the Company and\or the Parent Company, monetary or otherwise; (vi) the Employee’s gross negligence or willful misconduct in performance of his duties and/or responsibilities hereunder; (vii) the Employee’s disregard or insubordination of any lawful resolution and/or instruction of the CEO with respect to the 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 his position with the Company and\or the Parent Company, without the Employee having notified the Company thereof, as provided herein; (ix) any breach by the Employee of his confidentiality undertakings to the Company; or (x) any consequences which would entitle the Company to terminate the Employee’s employment without severance payments under the Severance Pay Law.

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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.

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

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