ENTERA BIO LTD.
(Registrant)
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By:
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/s/ Spiros Jamas, Sc.D
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Name: Spiros Jamas
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Title: Chief Executive Officer and Director
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Sincerely,
/s/ Mr. Gerald Lieberman
Chairman of the Board of Directors
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(i) |
Base Salary. Dr. Jamas will be entitled to an annual gross base
salary of US$380,000, in accordance with the Company’s regular payroll practice in effect from time to time.
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(ii) |
Annual Bonus. Dr. Jamas may be entitled, each year, to an
annual cash bonus of up to 60% of his base salary (up to $228,000), subject to achieving key performance indicators, as shall be determined and approved by the Compensation Committee and the Board, at the beginning of each calendar year for
which the bonus is paid, as well as subject to managerial appraisal (up to 20% of the total bonus for such year, or, such other part of the total annual bonus as provided in the Compensation Policy, as amended from time to time). The key
performance indicators, and the annual bonus, shall be consistent with the terms of the Compensation Policy and Company’s policies, as in effect from time to time, and shall be subject to applicable law. Dr. Jamas must continue to be
employed on the payment date to be entitled to payment of any bonus granted by the Company according to the terms described herein, for any given calendar year. Although we are seeking shareholder approval of the cash bonus payments of up
to the maximum amount described above, the receipt of any cash bonus, and the exact amount to be paid, shall be determined by the Compensation Committee and the Board in light of the key performance indicators and extraordinary performance
terms as determined for each year, up to the maximum amount described herein.
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(iii) |
Benefits. Dr. Jamas will be eligible to participate in the
Company’s standard full-time employment benefits that are offered by the Company from time to time, which are currently expected to include medical, short term disability and 401(k) benefits. Dr. Jamas will also be entitled to reimbursement
for all reasonable, documented out of pocket travel and other business expenses incurred in the performance of his duties upon his submission of appropriately itemized documentation and subject to, in all cases the Company’s expense
reimbursement policy, as in effect from time to time. In addition, Dr. Jamas will be entitled to receive other benefits, including, generally, vacation, holidays and sick leave, as the Company generally provides to its employees from time
to time.
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(iv) |
Options. Dr. Jamas will be entitled to receive a one-time grant
of options to purchase 1,314,218 ordinary shares, par value 0.0000769 NIS each, of the Company, under the Company’s 2018 Equity Incentive plan, as may be amended from time to time, or the Option Plan, and subject to the requirements of
applicable laws and regulations. The options will have an exercise price equal to the closing price of the underlying ordinary shares as of the grant date, and will vest over four (4) years, with 25% of the options vesting at the end of his
first anniversary with the Company, and thereafter the remaining 75% of the options shall vest in equal quarterly increments over the following three (3) years, so long as he remains employed on a full time basis on each applicable vesting
date (for the avoidance of doubt, the options shall stop vesting if he ceases to be employed by the Company, irrespectively if he serves in the capacity of a director of the Company). In the event of a Change in Control (as defined in the
agreement) as long as Dr. Jamas remains employed on a full time basis on the closing date of such event, any then outstanding unvested options shall vest and become fully exercisable as of the closing of the Change in Control.
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(v) |
Indemnification and Insurance. Subject to the applicable law,
Dr. Jamas will be covered by the Company’s D&O insurance policy, as in effect from time to time, subject to the terms of such policy in the same manner as applicable to all officers and directors of the Company and the subsidiary.
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(vi) |
Termination Arrangement. Dr. Jamas’s employment can be
terminated by either the Company or Dr. Jamas for any reason (or for no reason), at any time, with or without Cause (as defined below) , subject to a delivery of 30 (thirty) days prior written notice to the other party; provided that the
Company may elect to pay the applicable portion of Dr. Jamas’s annual base salary during the notice period in lieu of providing notice; provided, further, that the Company will not be required to provide advance notice or pay in lieu
thereof in the case of a termination of Dr. Jamas’s employment by the Company for Cause.
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(vii) |
Salary and other benefits (including any bonus) shall immediately terminate upon termination, provided, however, that in case Dr. Jamas’s employment is terminated by
the Company without Cause or if Dr. Jamas Resigns for Good Reason (as defined below) at any time, he shall be entitled to (i) one time lump sum severance payment equal to a period of twelve (12) months of his then-effective annual base
salary and (ii) an extension of the exercise period with respect to his vested options to purchase ordinary shares as of the date of termination for up to two (2) years post-termination (provided that in no event shall such extension extend
beyond 10 years from the applicable grant date), all subject to his execution and non-revocation of a customary release of claims against the Company, its subsidiary, Entera Bio, Inc., or any applicable affiliates.
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Please
Note: Under Israeli case law, a shareholder must positively inform the Company whether or not such shareholder has a personal interest in a proposal which is subject to approval by a majority vote of disinterested shareholders, as
in the case of the foregoing Proposal. Your failure to check the box on the proxy card indicating that you have no personal interest will therefore require the Company to assume that you have a personal interest in the Proposal, and
disqualify your vote on such Proposal.
We may not assume that a shareholder who signs and returns a proxy card without a specific indication as to the lack of
personal interest of such shareholder has no personal interest with respect to the Proposal. If you believe that you, or a related party of yours, is a controlling shareholder or possesses a personal interest, and you wish to participate in the vote on the Proposal, you should not indicate in the appropriate box that there exists no personal
interest on the enclosed proxy card. If you hold your shares in “street name” (meaning your shares are held through a bank, broker or other nominee) and you believe that you possess a personal interest in the approval of the Proposal, you
may also contact the representative managing your account, who could then contact our Israeli-based CFO on your behalf.
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By order of the Board of Directors:
Mr. Gerald Lieberman
Chairman of the Board of Directors
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GO GREEN
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e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste.
Enroll today via www.astfinancial.com to enjoy online access.
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FOR
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AGAINST
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ABSTAIN
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This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. To the extent permitted by law and applicable stock exchange
requirements, if no direction is made with respect to the proposal described below, this Proxy will be voted “FOR” such proposal and in such manner as the holder of the proxy may determine with respect to any other business as may
properly come before the Meeting or all and any adjournments or postponements thereof. Any and all proxies heretofore given by the undersigned are hereby revoked.
The undersigned acknowledges receipt of the Notice of the Extraordinary General Meeting of Shareholders and Proxy Statement of the Company relating to the Meeting.
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1.
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That the terms of compensation of Dr. Spiros Jamas, our Chief Executive Officer and director, as described in the Proposal of the Company’s Proxy
Statement for our 2021 Extraordinary General Meeting of Shareholders, for a period commencing as of January 4, 2021, and onward, be, and hereby are, ratified and approved.
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☐
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YES
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NO |
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Are you a controlling shareholder or do you have a personal interest in the approval of this Proposal? Please
note: If you do not respond, you will be presumed to have a personal interest, as defined in the enclosed Proxy Statement.
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☐
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to
the registered name(s) on the account may not be submitted via this method.
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Name & Signature of
shareholder
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Date:
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Name & Signature of
shareholder (if joint)
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Date:
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Note:
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership,
please sign in partnership name by authorized person.
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PROXY VOTING INSTRUCTIONS
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INTERNET - Access “www.voteproxy.com” and
follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.
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Vote online until 11:59 PM EST the day before the meeting.
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MAIL - Sign, date and mail your proxy card in the envelope provided as soon as possible.
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COMPANY NUMBER
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IN
PERSON - You may vote your shares in person by attending the Extraordinary General Meeting.
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GO GREEN - e-Consent makes it easy to go paperless. Withe-Consent, you can quickly access your proxy material, statements and
other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.astfinancial.com to enjoy online access.
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ACCOUNT NUMBER
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NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy card
are available at - http://www.astproxyportal.com/ast/22270
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FOR
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AGAINST
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ABSTAIN
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This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. To the extent permitted by law and applicable stock
exchange requirements, if no direction is made with respect to the proposal described below, this Proxy will be voted “FOR” such proposal and in such manner as the holder of the proxy may determine with respect to any
other business as may properly come before the Meeting or all and any adjournments or postponements thereof. Any and all proxies heretofore given by the undersigned are hereby revoked.
The undersigned acknowledges receipt of the Notice of the Extraordinary General Meeting of Shareholders and Proxy Statement of the Company relating to the Meeting.
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1.
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That the terms of compensation of Dr. Spiros Jamas, our Chief Executive Officer and director, as described in the Proposal of the Company’s
Proxy Statement for our 2021 Extraordinary General Meeting of Shareholders, for a period commencing as of January 4, 2021, and onward, be, and hereby are, ratified and approved.
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☐
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☐ | ☐ | ||||
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YES
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NO |
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Are you a controlling shareholder or do you have a personal interest in the approval of this Proposal? Please
note: If you do not respond, you will be presumed to have a personal interest, as defined in the enclosed Proxy Statement.
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☐
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To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that
changes to the registered name(s) on the account may not be submitted via this method.
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Name & Signature of
shareholder
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Date:
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Name & Signature of
shareholder (if joint)
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Date:
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Note:
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Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as
executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If
signer is a partnership, please sign in partnership name by authorized person.
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