EX-10.2 3 exhibit_10-2.htm EXHIBIT 10.2

Exhibit 10.2
COMPENSATION POLICY
CHEMOMAB THERAPEUTICS LTD.
Compensation Policy for Executive Officers and Directors
(As Adopted on July 19, 2021)

A. Overview and Objectives

1. | Introduction

This document sets forth the Compensation Policy for Executive Officers and Directors (this “Compensation Policy” or “Policy”) of Chemomab Therapeutics Ltd. (“Chemomab” or the “Company”), in accordance with the requirements of the Companies Law, 5759-1999 and the regulations promulgated thereunder (the “Companies Law”).
Compensation is a key component of Chemomab’s overall human capital strategy to attract, retain, reward, and motivate highly skilled individuals that will enhance Chemomab’s value and otherwise assist Chemomab to reach its business and financial long-term goals. Accordingly, the structure of this Policy is established to tie the compensation of each officer to Chemomab’s goals and performance.
For purposes of this Policy, “Executive Officers” shall mean “Office Holders” as such term is defined in Section 1 of the Companies Law, excluding, unless otherwise expressly indicated herein, Chemomab’s directors.
This policy is subject to applicable law and is not intended, and should not be interpreted as limiting or derogating from, provisions of applicable law to the extent not permitted.
This Policy shall apply to compensation agreements and arrangements which will be approved after the date on which this Policy is adopted and shall serve as Chemomab’s Compensation Policy for three (3) years, commencing as of its adoption, unless amended earlier.
The Compensation Committee and the Board of Directors of Chemomab (the “Compensation Committee” and the “Board”, respectively) shall review and reassess the adequacy of this Policy from time to time, as required by the Companies Law.

2. | Objectives

Chemomab’s objectives and goals in setting this Policy are to attract, motivate and retain experienced and talented leaders who will contribute to Chemomab’s success and enhance shareholder value, while demonstrating professionalism in an achievement-oriented and merit-based culture that rewards long-term excellence, and embedding and modeling Chemomab’s core values as part of a motivated behavior. To that end, this Policy is designed, among other things:

| 2.1. | To closely align the interests of the Executive Officers with those of Chemomab’s shareholders in order to enhance shareholder value;

| 2.2. | To align a significant portion of the Executive Officers’ compensation with Chemomab’s short and long-term goals and performance;

| 2.3. | To provide the Executive Officers with a structured compensation package, including competitive salaries, performance-motivating cash and equity incentive programs and benefits, and to be able to present to each Executive Officer an opportunity to advance in a growing organization;

| 2.4. | To strengthen the retention and the motivation of Executive Officers in the long-term;

| 2.5. | To provide appropriate awards in order to incentivize superior individual excellence and corporate performance; and

| 2.6. | To maintain consistency in the way Executive Officers are compensated.

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3. | Compensation Instruments

Compensation instruments under this Policy may include the following:

| 3.1. | Base salary;

| 3.2. | Benefits;

| 3.3. | Cash bonuses;

| 3.4. | Equity based compensation;

| 3.5. | Change of control provisions; and

| 3.6. | Retirement and termination terms.

4. | Overall Compensation - Ratio Between Fixed and Variable Compensation

| 4.1. | This Policy aims to balance the mix of “Fixed Compensation” (comprised of base salary and benefits) and “Variable Compensation” (comprised of cash bonuses and equity-based compensation) in order to, among other things, appropriately incentivize Executive Officers to meet Chemomab’s short and long-term goals while taking into consideration the Company’s need to manage a variety of business risks.

| 4.2. | The total annual target bonus and equity-based compensation per vesting annum (based on the fair market value at the time of grant calculated on a linear basis) of each Executive Officer shall not exceed 95% of such Executive Officer’s total compensation package for such year.

5. | Inter-Company Compensation Ratio

| 5.1. | In the process of drafting this Policy, Chemomab’s Board and Compensation Committee have examined the ratio between employer cost associated with the engagement of the Executive Officers, including directors, and the average and median employer cost associated with the engagement of Chemomab’s other employees (including contractor employees as defined in the Companies Law) (the “Ratio”).

| 5.2. | The possible ramifications of the Ratio on the daily working environment in Chemomab were examined and will continue to be examined by Chemomab from time to time in order to ensure that levels of executive compensation, as compared to the overall workforce will not have a negative impact on work relations in Chemomab

B. Base Salary and Benefits

6. | Base Salary

| 6.1. | A base salary provides stable compensation to Executive Officers and allows Chemomab to attract and retain competent executive talent and maintain a stable management team. The base salary varies among Executive Officers, and is individually determined according to the educational background, prior vocational experience, qualifications, corporate role, business responsibilities and past performance of each Executive Officer.

| 6.2. | Since a competitive base salary is essential to Chemomab’s ability to attract and retain highly skilled professionals, Chemomab will seek to establish a base salary that is competitive with base salaries paid to Executive Officers in a peer group of other companies operating in technology sectors that are as much as possible similar in their characteristics to Chemomab, the list of which shall be reviewed and approved by the Compensation Committee. To that end, Chemomab shall utilize comparative market data and practices as a reference, including a survey comparing and analyzing the level of the overall compensation package offered to an Executive Officer of the Company with compensation packages for persons serving in similar positions (to that of the relevant officer) in the peer group. Such compensation survey may be conducted internally or through an external independent consultant.

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| 6.3. | The Compensation Committee and the Board may periodically consider and approve base salary adjustments for Executive Officers. The main considerations for salary adjustment will be similar to those used in initially determining the base salary, but may also include change of role or responsibilities, recognition for professional achievements, regulatory or contractual requirements, budgetary constraints or market trends. The Compensation Committee and the Board will also consider the previous and existing compensation arrangements of the Executive Officer whose base salary is being considered for adjustment. Any limitation herein based on the annual base salary shall be calculated based on the monthly base salary applicable at the time of consideration of the respective grant or benefit.

7. | Benefits

| 7.1. | The following benefits may be granted to the Executive Officers in order, among other things, to comply with legal requirements:

| 7.1.1. | Vacation days in accordance with market practice;

| 7.1.2. | Sick days in accordance with market practice;

| 7.1.3. | Convalescence pay according to applicable law;

| 7.1.4. | Monthly remuneration for a study fund, as allowed by applicable law and with reference to Chemomab’s practice and the practice in peer group companies (including contributions on bonus payments);

| 7.1.5. | Chemomab shall contribute on behalf of the Executive Officer to an insurance policy or a pension fund, as allowed by applicable law and with reference to Chemomab’s policies and procedures and the practice in peer group companies (including contributions on bonus payments); and

| 7.1.6. | Chemomab shall contribute on behalf of the Executive Officer towards work disability insurance, as allowed by applicable law and with reference to Chemomab’s policies and procedures and to the practice in peer group companies.

| 7.2. | Non-Israeli Executive Officers may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which they are employed. Such customary benefits shall be determined based on the methods described in Section 6.2 of this Policy (with the necessary changes and adjustments).

| 7.3. | In the events of relocation and/or repatriation of an Executive Officer to another geography, such Executive Officer may receive other similar, comparable or customary benefits as applicable in the relevant jurisdiction in which he or she is employed or additional payments to reflect adjustments in the cost of living. Such benefits may include reimbursement for out-of-pocket one-time payments and other ongoing expenses, such as a housing allowance, a car allowance, home leave visit, etc.

| 7.4. | Chemomab may offer additional benefits to its Executive Officers, which will be comparable to customary market practices, such as, but not limited to: cellular and land line phone benefits, company car and travel benefits, reimbursement of business travel including a daily stipend when traveling and other business related expenses, insurances, other benefits (such as newspaper subscriptions, academic and professional studies), etc., provided, however, that such additional benefits shall be determined in accordance with Chemomab’s policies and procedures.

C. Cash Bonuses

8. | Annual Cash Bonuses - The Objective

| 8.1. | Compensation in the form of an annual cash bonus is an important element in aligning the Executive Officers’ compensation with Chemomab’s objectives and business goals. Therefore, annual cash bonuses will reflect a pay-for-performance element, with payout eligibility and levels determined based on actual financial and operational results, in addition to other factors the Compensation Committee may determine, including individual performance.

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| 8.2. | An annual cash bonus may be awarded to Executive Officers upon the attainment of pre-set periodical objectives and individual targets determined by the Compensation Committee (and, if required by law, by the Board) for each fiscal year, or in connection with such officer’s engagement, in case of newly hired Executive Officers, taking into account Chemomab’s short and long-term goals, as well as its compliance and risk management policies. The Compensation Committee and the Board shall also determine applicable minimum thresholds that must be met for entitlement to the annual cash bonus (all or any portion thereof) and the formula for calculating any annual cash bonus payout, with respect to each fiscal year, for each Executive Officer. In special circumstances, as determined by the Compensation Committee and the Board (e.g., regulatory changes, significant changes in Chemomab’s business environment, a significant organizational change, significant merger and acquisition events, etc.), the Compensation Committee and the Board may modify the objectives and/or their relative weight during the fiscal year, or may modify payouts following the conclusion of the year.

| 8.3. | In the event that the employment of an Executive Officer is terminated prior to the end of a fiscal year, the Company may (but shall not be obligated to) pay such Executive Officer an annual cash bonus (which may or may not be pro-rated) assuming the Executive Officer is otherwise entitled to an annual cash bonus.

| 8.4. | The actual annual cash bonus to be paid to Executive Officers shall be approved by the Compensation Committee and the Board.

9. | Annual Cash Bonuses - The Formula

Executive Officers other than the CEO

| 9.1. | The performance objectives for the annual cash bonus of Chemomab’s Executive Officers, other than the chief executive officer (the “CEO”), may be approved by Chemomab’s CEO (in lieu of the Compensation Committee) and may be based on company, division/ departmental/business unit and individual objectives. The Company may also grant annual cash bonuses to Chemomab’s Executive Officers, other than the CEO, on a discretionary basis.

| 9.2. | The target annual cash bonus that an Executive Officer, other than the CEO, will be entitled to receive for any given fiscal year, will not exceed 100% of such Executive Officer’s annual base salary.

| 9.3. | The maximum annual cash bonus, including for overachievement performance, that an Executive Officer, other than the CEO, will be entitled to receive for any given fiscal year, will not exceed 200% of such Executive Officer’s annual base salary.

CEO

| 9.4. | The annual cash bonus of Chemomab’s CEO will be mainly based on measurable performance objectives and subject to minimum thresholds as provided in Section 8.2 above. Such measurable performance objectives will be determined annually by Chemomab’s Compensation Committee (and, if required by law, by Chemomab’s Board) and will be based on company and personal objectives.

| 9.5. | The less significant part of the annual cash bonus granted to Chemomab’s CEO, and in any event not more than 30% of the annual cash bonus, may be based on a discretionary evaluation of the CEO’s overall performance by the Compensation Committee and the Board based on quantitative and qualitative criteria.

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| 9.6. | The target annual cash bonus that the CEO will be entitled to receive for any given fiscal year, will not exceed 100% of his or her annual base salary.

| 9.7. | The maximum annual cash bonus including for overachievement performance that the CEO will be entitled to receive for any given fiscal year, will not exceed 200% of his or her annual base salary.

10. | Other Bonuses

| 10.1. | Special Bonus. Chemomab may grant its Executive Officers a special bonus as an award for special achievements (such as in connection with mergers and acquisitions, offerings, achieving target budget or business plan objectives under exceptional circumstances, or special recognition in case of retirement) or as a retention award at the CEO’s discretion for Executive Officers other than the CEO (and in the CEO’s case, at the Compensation Committee’s and the Board’s discretion), subject to any additional approval as may be required by the Companies Law (the “Special Bonus”). Any such Special Bonus will not exceed 200% of the Executive Officer’s annual base salary. A Special Bonus can be paid, in whole or in part, in equity in lieu of cash and the value of any such equity component of a Special Bonus shall be determined in accordance with Section 13.3 below.

| 10.2. | Signing Bonus. Chemomab may grant a newly recruited Executive Officer a signing bonus. Any such signing bonus shall be granted and determined at the CEO’s discretion for Executive Officers other than the CEO (and in the CEO’s case, at the Compensation Committee’s and the Board’s discretion), subject to any additional approval as may be required by the Companies Law (the “Signing Bonus”). Any such Signing Bonus will not exceed 100% of the Executive Officer’s annual base salary.

| 10.3. | Relocation/ Repatriation Bonus. Chemomab may grant its Executive Officers a special bonus in the event of relocation or repatriation of an Executive Officer to another geography, Any such bonus shall be granted and determined at the CEO’s discretion for Executive Officers other than the CEO (and in the CEO’s case, at the Compensation Committee’s and the Board’s discretion), subject to any additional approval as may be required by the Companies Law (the “Relocation Bonus”). Any such Relocation bonus will include customary benefits associated with such relocation and its monetary value will not exceed 100% of the Executive Officer’s annual base salary.

11. | Compensation Recovery (“Clawback”)

| 11.1. | In the event of an accounting restatement, Chemomab shall be entitled to recover from its Executive Officers the bonus compensation or performance-based equity compensation in the amount in which such compensation exceeded what would have been paid based on the financial statements, as restated, provided that a claim is made by Chemomab prior to the second anniversary following the filing of such restated financial statements.

| 11.2. | Notwithstanding the aforesaid, the compensation recovery will not be triggered in the following events:

| 11.2.1. | The financial restatement is required due to changes in the applicable financial reporting standards; or

| 11.2.2. | The Compensation Committee has determined that Clawback proceedings in the specific case would be impossible, impractical, or not commercially or legally efficient.

| 11.3. | Nothing in this Section 11 derogates from any other “Clawback” or similar provisions regarding disgorging of profits imposed on Executive Officers by virtue of applicable securities laws or a separate contractual obligation.

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D. Equity Based Compensation

12. | The Objective

| 12.1. | The equity-based compensation for Chemomab’s Executive Officers will be designed in a manner consistent with the underlying objectives of the Company in determining the base salary and the annual cash bonus, with its main objectives being to enhance the alignment between the Executive Officers’ interests with the long-term interests of Chemomab and its shareholders, and to strengthen the retention and the motivation of Executive Officers in the long term. In addition, since equity-based awards are structured to vest over several years, their incentive value to recipients is aligned with longer-term strategic plans.

| 12.2. | The equity-based compensation offered by Chemomab is intended to be in the form of share options and/or other equity-based awards, such as restricted shares, RSUs or performance stock units, in accordance with the Company’s equity incentive plan in place as may be updated from time to time.

| 12.3. | All equity-based incentives granted to Executive Officers (other than bonuses paid in equity in lieu of cash) shall normally be subject to vesting periods in order to promote long-term retention of the awarded Executive Officers. Unless determined otherwise in a specific award agreement or in a specific compensation plan approved by the Compensation Committee and the Board, grants to Executive Officers other than non-employee directors shall vest based on time, gradually over a period of at least 2-4 years, or based on performance. The exercise price of options shall be determined in accordance with Chemomab’s policies, the main terms of which shall be disclosed in the annual report of Chemomab

| 12.4. | All other terms of the equity awards shall be in accordance with Chemomab’s incentive plans and other related practices and policies. Accordingly, the Board may, following approval by the Compensation Committee, make modifications to such awards consistent with the terms of such incentive plans, subject to any additional approval as may be required by the Companies Law.

13. | General Guidelines for the Grant of Awards

| 13.1. | The equity-based compensation shall be granted from time to time and be individually determined and awarded according to the performance, educational background, prior business experience, qualifications, corporate role and the personal responsibilities of the Executive Officer.

| 13.2. | In determining the equity-based compensation granted to each Executive Officer, the Compensation Committee and the Board shall consider the factors specified in Section 13.1 above, and in any event, such equity-based compensation will not exceed: (i) with respect to the CEO –5% of the share capital of the Company on a fully diluted basis on the date of grant, in the aggregate; (ii) with respect to each of the other Executive Officers 2% of the share capital of the Company on a fully diluted basis (for initial grants following appointment) and 0.5% of the share capital of the Company on a fully diluted basis (for annual grants).

E. Retirement and Termination of Service Arrangements

14. | Advanced Notice Period

Chemomab may provide an Executive Officer, on the basis of his/her seniority in the Company, his/her contribution to the Company’s goals and achievements and the circumstances of his/her retirement prior notice of termination of up to six (6) months, during which the Executive Officer may be entitled to all of the compensation elements, and to the continuation of vesting of his/her equity-based compensation. Such advance notice may or may not be provided in addition to severance, provided, however, that the Compensation Committee shall take into consideration the Executive Officer’s entitlement to advance notice in establishing any entitlement to severance and vice versa.
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15. | Adjustment Period

Chemomab may provide an additional adjustment period of up to six (6) months to the CEO or to any other Executive Officer according to his/her seniority in the Company, his/her contribution to the Company’s goals and achievements and the circumstances of retirement, during which the Executive Officer may be entitled to all of the compensation elements, and to the continuation of vesting of his/her equity-based compensation.

16. | Additional Retirement and Termination Benefits

Chemomab may provide additional retirement and terminations benefits and payments as may be required by applicable law (e.g., mandatory severance pay under Israeli labor laws), or which will be comparable to customary market practices.

17. | Non-Compete Grant

Upon termination of employment and subject to applicable law, Chemomab may grant to its Executive Officers a non-compete grant as an incentive to refrain from competing with Chemomab for a defined period of time. The terms and conditions of the non-compete grant shall be decided by the Board and shall not exceed such Executive Officer’s monthly base salary multiplied by twelve (12). The Board shall consider the existing entitlements of the Executive Officer in connection with the consideration of any non-compete grant.

18. | Limitation Retirement and Termination of Service Arrangements

The total non-statutory payments under Section 14-17 above for a given Executive Officer shall not exceed the Executive Officer’s monthly base salary multiplied by twenty-four (24). The limitation under this Section 18 does not apply to benefits and payments provided under other chapters of this Policy.
F. Exculpation, Indemnification and Insurance

19. | Exculpation

Each and every Director and Executive Officer may be exempted in advance for all or any of his/her liability for damage in consequence of a breach of the duty of care, to the fullest extent permitted by applicable law.

20. | Insurance and Indemnification

| 20.1. | Chemomab may indemnify its directors and Executive Officers to the fullest extent permitted by applicable law, for any liability and expense that may be imposed on the director or the Executive Officer, as provided in the indemnity agreement between such individuals and Chemomab all subject to applicable law and the Company’s articles of association.

| 20.2. | Chemomab will provide directors’ and officers’ liability insurance (the “Insurance Policy”) for its directors and Executive Officers as follows:

| 20.2.1. | The limit of liability of the insurer shall not exceed the greater of $50 million or 50% of the Company’s market valuation at the time of approval of the Insurance Policy by the Compensation Committee; and

| 20.2.2. | The Insurance Policy, as well as the limit of liability and the premium for each extension or renewal shall be approved by the Compensation Committee (and, if required by law, by the Board) which shall determine that the sums are reasonable considering Chemomab’s exposures, the scope of coverage and the market conditions and that the Insurance Policy reflects the current market conditions and that it shall not materially affect the Company’s profitability, assets or liabilities.

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| 20.3. | Upon circumstances to be approved by the Compensation Committee (and, if required by law, by the Board), Chemomab shall be entitled to enter into a “run off” Insurance Policy (the “Run-Off Policy”) of up to seven (7) years, with the same insurer or any other insurance, as follows:

| 20.3.1. | The limit of liability of the insurer shall not exceed the greater of $50 million or 50% of the Company’s market valuation at the time of approval by the Compensation Committee; and

| 20.3.2. | The Run-Off Policy, as well as the limit of liability and the premium for each extension or renewal shall be approved by the Compensation Committee (and, if required by law, by the Board) which shall determine that the sums are reasonable considering the Company’s exposures covered under such policy, the scope of coverage and the market conditions and that the Run-Off Policy reflects the current market conditions and that it shall not materially affect the Company’s profitability, assets or liabilities.

| 20.4. | Chemomab may extend an Insurance Policy in effect to include coverage for liability pursuant to a future public offering of securities as follows:

| 20.4.1. | The Insurance Policy, as well as the additional premium shall be approved by the Compensation Committee (and if required by law, by the Board) which shall determine that the sums are reasonable considering the exposures pursuant to such public offering of securities, the scope of coverage and the market conditions and that the Insurance Policy reflects the current market conditions, and that it does not materially affect the Company’s profitability, assets or liabilities.

G. Arrangements upon Change of Control

21. | The following benefits may be granted to the Executive Officers (in addition to, or in lieu of, the benefits applicable in the case of any retirement or termination of service) upon or in connection with a “Change of Control” or, where applicable, in the event of a Change of Control following which the employment of the Executive Officer is terminated or adversely adjusted in a material way:

| 21.1. | Acceleration of vesting of outstanding options or other equity-based awards;

| 21.2. | Extension of the exercise period of equity-based grants for Chemomab’s Executive Officers for a period of up to one (1) year, following the date of termination of employment; and

| 21.3. | Up to an additional six (6) months of continued base salary and benefits following the date of termination of employment (the “Additional Adjustment Period”). For avoidance of doubt, such additional Adjustment Period may be in addition to the advance notice and adjustment periods pursuant to Sections 14 and 15 of this Policy, but subject to the limitation set forth in Section 18 of this Policy.

| 21.4. | A cash bonus not to exceed 200% of the Executive Officer’s annual base salary in case of an Executive Officer other than the CEO and 250% in case of the CEO.

H. Board of Directors Compensation
All Chemomab’s non-employee Board members may be entitled to an annual cash fee retainer of up to $50,000 (and up to $100,000 for the chairperson of Chemomab’s Board), an annual committee membership fee retainer of up to $7,500, and an annual committee chairperson cash fee retainer of up to $15,000 (it is being clarified that the payment for the chairperson would be in lieu of (and not in addition) to the payments referenced above for committee membership.
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23. | The compensation of the Company’s external directors, if any are required and elected, shall be in accordance with the Companies Regulations (Rules Regarding the Compensation and Expenses of an External Director), 5760-2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel), 5760-2000, as such regulations may be amended from time to time.

24. | Notwithstanding the provisions of Section 22 above, in special circumstances, such as in the case of a professional director, an expert director or a director who makes a unique contribution to the Company, such director’s compensation may be different than the compensation of all other directors and may be greater than the maximum amount allowed under Section 22.

25. | Each non-employee member of Chemomab’s Board (other than the chairperson of Chemomab’s Board) may be granted equity-based compensation not to exceed, per annum, 0.4% of the share capital of the Company on a fully diluted basis at the time of the grant. The chairperson of Chemomab’s Board may be granted equity-based compensation not to exceed, per annum, 1.0% of the share capital of the Company on a fully diluted basis at the time of the grant.

26. | All other terms of the equity awards shall be in accordance with Chemomab’s incentive plans and other related practices and policies. Accordingly, the Board may, following approval by the Compensation Committee, make modifications to such awards consistent with the terms of such incentive plans, subject to any additional approval as may be required by the Companies Law.

27. | In addition, members of Chemomab’s Board may be entitled to reimbursement of expenses in connection with the performance of their duties.

28. | The compensation (and limitations) stated under Section H will not apply to directors who serve as Executive Officers.

I. Miscellaneous

29. | Nothing in this Policy shall be deemed to grant to any of Chemomab’s Executive Officers, employees, directors, or any third party any right or privilege in connection with their employment by or service to the Company, nor deemed to require Chemomab to provide any compensation or benefits to any person. Such rights and privileges shall be governed by applicable personal employment agreements or other separate compensation arrangements entered into between Chemomab and the recipient of such compensation or benefits. The Board may determine that none or only part of the payments, benefits and perquisites detailed in this Policy shall be granted, and is authorized to cancel or suspend a compensation package or any part of it.

30. | An Immaterial Change in the Terms of Employment of an Executive Officer other than the CEO may be approved by the CEO, provided that the amended terms of employment are in accordance with this Policy. An “Immaterial Change in the Terms of Employment” means a change in the terms of employment of an Executive Officer with an annual total cost to the Company not exceeding an amount equal to two (2) monthly base salaries of such employee.

31. | In the event that new regulations or law amendment in connection with Executive Officers’ and directors’ compensation will be enacted following the adoption of this Policy, Chemomab may follow such new regulations or law amendments, even if such new regulations are in contradiction to the compensation terms set forth herein.

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This Policy is designed solely for the benefit of Chemomab and none of the provisions thereof are intended to provide any rights or remedies to any person other than Chemomab.
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