CELLCOM ISRAEL, LTD.
2006 SHARE INCENTIVE PLAN
A. NAME AND PURPOSE
1. Name: This plan, as amended from time to time, shall be known as the “Cellcom Israel, Ltd. 2006 Share
2. Purpose: The purpose and intent of the Plan is to provide incentives to employees, directors, consultants
and/or contractors of the Company and its Affiliates, by providing them with opportunities to purchase Shares,
pursuant to a plan approved by the Board which is designed to enable the Company to issue options and
restricted stock units, with respect to Israeli residents, pursuant to the provisions of either Section 102 or
Section 3(9) of the Ordinance, as applicable, and the rules and regulations promulgated thereunder, as amended
from time to time, or any other tax ruling provided by the tax authorities to the Company, as well as with respect
to non-Israeli residents pursuant to the applicable law in their respective country of residence.
“ Adoption Date ” means the Date of Grant, or any other date of commencement of vesting of an Award for the
purposes of this Plan, that is determined by the Committee for a given grant of an Award.
“ Affiliate ” means any company (i) that is a Controlling Shareholder (as such term is defined in Section 102 of
the Ordinance) of the Company, or (ii) of which the Company is a Controlling Shareholder, or (iii) which has a
Controlling Shareholder that is also a Controlling Shareholder of the Company.
“ Awards ” means Options and/or RSUs.
“ Beneficial Grantee ” means the Grantee in respect of whom, an Award held in Trust by the Trustee was
“ Board ” means Board of Directors of the Company.
“ Cessation of Employment ” means the cessation of employment of a Grantee (who was an employee of the
Company on the Date of Grant of any Awards to him or her), with the Company, for any reason.
“ Committee ” means the Board or a committee appointed by the Board for such purpose, if appointed.
“ Companies Law ” means the Co