ReWalk Robotics Ltd. (NASDAQ:RWLK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ITEM 5.02

Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

Amendment to Compensation Policy

Following the approval of the independent compensation committee
(the Compensation Committee) and board of
directors (the Board) of ReWalk Robotics Ltd.
(the Company), at the Companys annual general
meeting of shareholders held on June 27, 2017 (the
Meeting), the Companys shareholders approved by
the requisite majority an amendment to the Chief Executive
Officer (CEO) cash bonus provisions of the
Companys Compensation Policy. As more fully described in the
Companys definitive proxy statement on Schedule 14A, filed with
the Securities and Exchange Commission on May 22, 2017 (the
Proxy Statement), the amendments to the
Compensation Policy which were approved at the Meeting change the
factors and relative weights of certain factors the Board may
take into account in determining the CEOs annual cash bonus (if
any), effective January 1, 2017. to the amendments, the CEOs cash
bonus will be based on the following measurable financial results
and business objectives of the Company: revenue, reimbursement
and cash usage as compared to ReWalkss budget
and work plan for the relevant year, and market development and
product development objectives as determined by the Board on an
annual basis, with the following weight assigned to each of these
factors: revenue 25%, reimbursement 25%, product development 15%,
and cash management15%.

The foregoing description is not complete and is qualified in its
entirety by reference to the full text of the Compensation
Policy, as amended.

Approval of Equity Awards to, and Annual Base Salary
of, the CEO

Following the approval of the Compensation Committee and the
Board, at the Meeting, the Companys shareholders approved by the
requisite majority a one-time grant of options to purchase
125,000 ordinary shares, par value NIS 0.01 per share
(Ordinary Shares), and 25,000 restricted stock
units (RSUs) to Larry Jasinski, the Companys
CEO, each to the Companys 2014 Incentive Compensation Plan (the
2014 Plan).

As more fully described in the Proxy Statement, the options will
be exercisable for a period of 10 years from the date of the
Meeting, which will be the date of grant, unless terminated
earlier to the 2014 Plan, with 25% of the options to vest on the
first anniversary of the grant and 6.25% of the options to vest
and become exercisable at the end of each quarter thereafter. The
options also vest as follows: (A) 100% of the then-unvested
options shall automatically vest upon the occurrence of an Exit
Event (as defined below) and the termination of Mr. Jasinskis
employment within 12 months following such Exit Event, other than
a termination for cause (as defined in Mr. Jasinskis employment
agreement); or (B) upon a termination of Mr. Jasinskis
employment by ReWalk Robotics, Inc., our wholly-owned subsidiary,
without cause or by Mr. Jasinski for Good Reason (both as defined
in Mr. Jasinskis employment agreement) prior to an Exit Event,
any unvested options that would have vested during the six months
following the effective date of such termination had Mr. Jasinski
remained employed by ReWalk Robotics, Inc. during such period
will automatically vest. Exit Event means (i) a sale of all or
substantially all of the assets of the Company, (ii) a sale
(including an exchange) of all or substantially all of the shares
of the Company, (iii) a merger, acquisition, consolidation or
amalgamation in which the Company is not the surviving
corporation, (iv) a reverse merger in which the Company is the
surviving corporation but the shares of the Company outstanding
immediately preceding the merger are converted by virtue of the
merger into other property, whether in the form of securities
and/or cash or otherwise, (v) a scheme of arrangement for the
purpose of effecting such sale, merger, acquisition,
consolidation or amalgamation or (vi) such other transaction that
is determined by the Board to be a transaction having a similar
effect.

The RSUs will vest ratably in four equal annual installments,
commencing on the first anniversary of the date of the Meeting.

At the Meeting, the Companys shareholders also approved by the
requisite majority base annual compensation of $380,000 to be
paid to the Companys CEO, effective as of April 1, 2017.

Approval of a One-Time Equity Award Exchange Program and
the CEOs Participation Therein

As more fully described in the Proxy Statement, the Companys
shareholders voted on, and approved by the requisite majority, a
one-time equity award exchange program (the Exchange
Program). If implemented, the Exchange Program will
allow the Company to cancel certain outstanding stock options
issued under the 2014 Plan currently held by some of our
employees and executive officers in exchange for the grant under
the 2014 Plan of a lesser number of equity awards, either in the
form of stock options with exercise prices equal to the market
value of our ordinary shares on the date of grant or in the form
of RSUs, as will be determined by our Board prior to commencement
of the Exchange Program (collectively, the New
Awards). The exchange ratio will be designed to result
in a value-for-value exchange to which we will grant a new equity
award with a value approximately equal to the value of the
options that are surrendered. We will use the 52-week high
closing price of our ordinary shares (as measured at the
commencement of the Exchange Program) as a threshold for options
eligible to be exchanged. The use of this threshold is designed
to ensure that only outstanding options that are significantly
underwater (meaning the exercise prices of the options are
significantly greater than our current stock price) will be
eligible for exchange under the Exchange Program. The New Awards
issued in exchange for outstanding vested or unvested stock
options will vest over a three-year period, with one-third
(1/3)vesting on the first anniversary of the date of grant and
one-third (1/3)on each of the next two successive anniversaries.

Participation in the Exchange Program will be voluntary. The
Exchange Program will only be open to certain stock option
holders employed by us or our subsidiaries or providing services
to us or our subsidiaries at the time of the Exchange Program,
including all of our named executive officers. Our non-employee
directors and retirees will not be eligible to participate in the
Exchange Program. In addition, the Exchange Program will not be
offered to employees located in countries where we determine that
it is either impractical or undesirable to offer the Exchange
Program.

Following the approval by our shareholders at the Meeting, the
Board will determine whether and when to initiate the Exchange
Program and any exchange offer made to implement the Exchange
Program. However, we must commence the Exchange Program within 12
months following the date of shareholder approval. The stock
options exchanged to the Exchange Program will be cancelled and
the ordinary shares underlying such options will become available
for issuance under the 2014 Plan.

Item 5.07 Submission of Matters to a Vote of Security
Holders.

At the Meeting, the Companys shareholders voted on the following
nine proposals, which are described in the Proxy Statement. The
Companys shareholders approved each proposal by the requisite
majority.

Proposal No. 1: To reelect Mr. Wayne
Weisman and Mr. Aryeh (Arik) Dan, each as a Class III director of
the Board, to serve until the 2020 annual meeting of shareholders
and until his successor has been duly elected and qualified, or
until his office is vacated in accordance with the Companys
Articles of Association or the Israel Companies Law, 5759-1999
(the Israel Companies Law).

Proposal No. 2: To reelect Mr. Glenn
Muir and Dr. John William Poduska, each as an external director
of the board of directors of the Company.

Proposal No. 3: To approve an amendment
to the Companys Compensation Policy involving determination of
the annual bonus of the Companys Chief Executive Officer (the
CEO).

Proposal No. 4: To approve a grant of
equity awards to Larry Jasinski, the Companys CEO.

Proposal No. 5: To approve the base
annual compensation to be paid to Larry Jasinski, the Company’s
CEO.

Proposal No. 6: To approve a one-time
equity award exchange program for eligible holders

Proposal No. 7: To approve the
participation of the Company’s CEO in the one-time equity award
exchange program.

Proposal No. 8a: To approve the cash
compensation payable to those of our directors who are not our
external directors, not our employees and not nominees of our
principal shareholders and our external directors.

Proposal No. 8b: To approve the cash
compensation payable to our external directors.

Proposal 9: To approve the
reappointment of Kost Forer Gabbay Kasierer, a member of Ernst
Young Global, as the Companys independent registered public
accounting firm for the year ending December 31, 2017 and until
the next annual meeting of shareholders, and to authorize the
Board, upon recommendation of the audit committee, to fix the
remuneration of said independent registered public accounting
firm.

About ReWalk Robotics Ltd. (NASDAQ:RWLK)

ReWalk Robotics Ltd. is a medical device company. The Company is engaged in designing, developing and commercializing exoskeletons that allow wheelchair-bound individuals with mobility impairments or other medical conditions the ability to stand and walk. The Company offers ReWalk, an exoskeleton that uses its tilt-sensor technology, and an on-board computer and motion sensors to drive motorized legs that power movement. The Company’s ReWalk designs focus on people with paraplegia, a spinal cord injury resulting in complete or incomplete paralysis of the legs, who have the use of their upper bodies and arms. The Company offers various products, which include ReWalk Personal and ReWalk Rehabilitation. The Company’s ReWalk Personal is designed for use by individuals at home and in their communities, and is custom-fit for each user. The Company’s ReWalk Rehabilitation is designed for the clinical rehabilitation environment where it provides exercise and therapy.