exhibit_4-6.htm

WHEREAS

On June 28, 2012, the Company duly adopted and the General Meeting of the Shareholders of the Company approved the 2012 Stock Option Plan, a copy of which is attached as Exhibit A hereto, forming an integral part hereof (the “Plan”); and

1.4.

To the extent possible, the Options are intended to be treated by the Company as an “incentive stock option” as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). To the extent that, at or subsequent to grant, all or a portion of the Options ceases to qualify as an incentive stock option because of a failure to satisfy the requirements of Section 422 of the Code, all or such portion of the Options shall be treated by the Company as a “nonqualified stock option”.

If the Options are determined not to be an incentive stock option, the Optionee understands that neither the Company nor any affiliate or any of its officers is responsible to compensate him or her or otherwise make up for the treatment of the Options as nonqualified stock option and not as an incentive stock option. The Optionee should consult with the Optionee’s own tax advisor regarding the tax effects of the Options and the requirements necessary to obtain favorable tax treatment under Section 422 of the Code, including, but not limited to, holding period requirements.

1.5.

The Optionee agrees to notify the Company in writing immediately after the Optionee makes a Disqualifying Disposition of any of the Shares acquired pursuant to the exercise of the Options. A Disqualifying Disposition is defined in Section 424(c) of the Code and includes any disposition (including any sale) of such Shares before the later of (a) two years after the date the Optionee was granted the Options or (b) one year after the date the Optionee acquired Shares by exercising the Options, except as otherwise provided in Section 424(c) of the Code.

2.1.

The Company hereby grants to the Optionee the number of Options as set forth in Exhibit B, each Option exercisable for one Ordinary Share of the Company, upon payment of the Exercise Price as set forth in Exhibit B, subject to the terms and the conditions as set forth in the Plan and as provided herein.

3.1.

The Options may be exercised by the Optionee prior to the Expiration Date (as as set forth in Exhibit B) to the extent that the Options become vested and exercisable in accordance with Section 3 of Exhibit B hereto, and provided that, the Optionee is an employee or an office holder of the Company or any of its Affiliates, at all times during the period beginning with the Date of Grant and ending upon the date of exercise and subject to the termination provisions detailed in subsection (h) through (k) in section 6.3 of the Plan.

3.2.

Options may be exercised only to purchase whole Shares, and in no case may a fraction of a Share be purchased. If any fractional Share would be deliverable upon exercise, such fraction shall be rounded up one-half or less, or otherwise rounded down, to the nearest whole number.

3.3.

Detrimental Activity. For purposes of this Agreement, Detrimental Activity shall have the meaning set forth in the Plan. In the event that the Optionee engages in Detrimental Activity prior to any exercise of Options, such Options shall thereupon terminate and expire. As a condition of the exercise of Options, the Optionee shall be required to certify (or shall be deemed to have certified) at the time of exercise in a manner acceptable to the Company that he is in compliance with the terms and conditions of the Plan and that the Optionee has not engaged in, and does not intend to engage in, any Detrimental Activity. In the event the Optionee engages in Detrimental Activity during the one year period commencing on the date the Options are exercised, the Company shall be entitled to recover from the Optionee at any time within one year after such exercise, and the Optionee shall pay over to the Company, an amount equal to any gain realized as a result of the exercise (whether at the time of exercise or thereafter).

3.4.

In the event the Company terminates the employment of the Optionee other than for Cause during the period commencing on the date of the closing of a KMN Sale (as hereinafter defined) and terminating on the 183rd day following the date of such closing, then all unvested Options shall automatically be deemed vested and may be exercised by the Optionee during the 30-day period following the date of termination of employment. For purposes of this Agreement, the term “KMN Sale” shall mean the direct or indirect sale or transfer by one or more KMN Persons to a non-affiliated third party of Ordinary Shares representing at least a majority of the Company’s then outstanding Ordinary Shares. The provisions of this Section 3.4 shall not apply if the KMN Sale results from a transaction qualifying as an Acquisition Event.

4.2.

As per the rules of the TASE, due to transition to clearing on T+ 1 in shares and convertible securities, no conversion of options shall take place on the effective date to distribution of bonus shares, offering by way of rights, distribution of dividends, capital consolidation, capital split or reduction of capital (each of the above- “Company Event”). Additionally, if the ex day of the Company Event shall occur prior to the effective date of the Company Event, no conversion of options shall take place on the ex day as aforesaid.

5.2.

In order for the Company to issue Shares upon the exercise of any of the Options, the Optionee hereby agrees to sign any and all documents required by any applicable law and/or by the Company's Articles of Association.

6.1.

Any tax consequences arising from the grant or exercise of any Option, from the payment for Shares covered thereby or from any other event or act (of the Company and/or its Affiliates or the Optionee), hereunder, shall be borne solely by the Optionee. The Company and/or its Affiliates shall withhold taxes according to the requirements under the applicable laws, rules, and regulations, including withholding taxes at source. Furthermore, the Optionee hereby agrees to indemnify the Company and/or its Affiliates and hold them harmless against and from any and all liability for any such tax or interest or penalty thereon, including without limitation, liabilities relating to the necessity to withhold, or to have withheld, any such tax from any payment made to the Optionee.

6.2.

The Optionee acknowledges that the Company (a) makes no representations or undertakings regarding the tax treatment with any aspect of the Options, including the grant, vesting, or exercise of the Options, the subsequent sale of Shares acquired under the Plan and the receipt of dividends, if any; and (b) does not commit to and is under no obligation to structure the terms of the Options or any aspect of the Options to reduce or eliminate Optionee’s tax liability, or achieve any particular tax result. Further, if Optionee has become subject to tax in more than one jurisdiction between the date of grant and the date of any relevant taxable event, Optionee acknowledges that the Company may be required to withhold tax in more than one jurisdiction.

6.3.

The receipt of the Options and the acquisition of the Shares to be issued upon the exercise of the Options may result in tax consequences. THE OPTIONEE IS ADVISED TO CONSULT A TAX ADVISER WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING OR EXERCISING THE OPTIONS OR DISPOSING OF THE SHARES.

7.1.

No Guarantee of Continued Service. Neither this Agreement nor the grant of any Options shall give the Optionee any right with respect to continuance of employment, consultancy or directorship by the Company or any Affiliate, nor shall they be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate his or her employment, consultancy or directorship at any time.

7.2.

Plan Governs. This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan (excluding section 3.4 above), the provisions of the Plan will govern.

7.3.

Entire Agreement. Subject to the provisions of the Plan, to which this Agreement is subject, this Agreement, together with the exhibits hereto, constitute the entire agreement between the Optionee and the Company with respect to Options granted hereunder, and supersedes all prior agreements, understandings and arrangements, oral or written, between the Optionee and the Company with respect to the subject matter hereof.

7.4.

Failure to Enforce - Not a Waiver. The failure of any party to enforce at any time any provisions of this Agreement or the Plan shall in no way be construed to be a waiver of such provision or of any other provision hereof.

7.6.

Governing Law. This Agreement and actions taken in connection herewith shall be governed and construed in accordance with the laws of Israel (regardless of the law that might otherwise govern under applicable Israeli principles of conflict of laws).

7.7.

Notices. All notices or other communications given or made hereunder shall be in writing and shall be delivered or mailed by registered mail or delivered by email or facsimile with written confirmation of receipt to the Optionee and/or to the Company at the addresses shown on the letterhead above, or at such other place as the Company may designate by written notice to the Optionee. The Optionee is responsible for notifying the Company in writing of any change in the Optionee’s address, and the Company shall be deemed to have complied with any obligation to provide the Optionee with notice by sending such notice to the address indicated below.

Achievement by the Company of Adjusted Shareholders Equity of $95 Million or greater according to the Company's consolidated balance sheets (the "Threshold").

The "Adjusted Shareholder's Equity" shall be calculated based on the "Total TAT Technologies shareholder's equity" as appears in the Company's consolidated balance sheets, whether audited or unaudited during a period of 4 years from the Board of Director's approval of the plan (i.e., the last Balance Sheets to examine achievement of the Threshold shall be for the period ended at March 31, 2016) excluding: profit (or neutralizing losses, as the case may be) as a result of special operations, such as capital gains, dividend distribution, sale of fixed assets, realization of holdings, public or private offering, capital raising, termination of business, impairment of investment and/or intangible assets and any issue which will be included in the "other income (expenses)" section in the profit and loss report which is part of the financial statements of the company etc and all excluding influence of switching accounting policy to IFRS (if applicable).

Name of the Optionee:
Date of Grant:
1. Number of Options granted:
2. Exercise Price:$6.5
3. Vesting:

Number of Options	Vesting Date
	28/6/2013
	28/6/2014
	28/6/2015

Number of Options	Vesting Date
	28/6/2013
	28/6/2014
	28/6/2015