What changed in this filing

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Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-27 · 39 added, 30 removed, 167 unchanged (29% of the section changed)

17 unchanged sentences

OTHER INFORMATION

On February 24, 2021, the Company and William Doyle, the Company's Executive Chairman, an amendment to his employment letter ("Amendment") dated May 16, 2016 (as amended, the "Agreement"), pursuant to which Mr.

Doyle's business location for purposes of the definition of "Good Reason" in the Agreement has been changed from the Company's New York City location to the Company's Portsmouth, New Hampshire location.

The Amendment also defers the vesting dates of certain of Mr.

Doyle's restricted stock units from February and early March 2021 to March 31, 2021.The foregoing description of the Amendment and the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, filed as Exhibit 10.23 hereto and incorporated by reference herein.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 is incorporated herein by reference to the information contained under the caption "Proposal 1 — Election of Directors" in our definitive proxy statement related to the 2020 annual meeting of shareholders.

Executive Officers

The information concerning our executive officers required by this Item 10 is provided under the caption "Information about our Executive Officers" in Part I hereof.

Audit Committee

The information required by this Item 10 is incorporated by reference to the information contained under the caption "Corporate Governance" in our definitive proxy statement related to the 2020 annual meeting of shareholders.

Code of Ethics

The information concerning our Code of Ethics is incorporated by reference to the information contained under the caption "Corporate Governance" in our definitive proxy statement related to the 2020 annual meeting of shareholders.

The remaining information required by Item 10 is incorporated herein by reference to the information contained under the captions "Proposal 1 — Election of Directors,” “Corporate Governance,” “Delinquent Section 16(A) Reports” and “Proposal 2 – Approval and Ratification of Appointment of Independent Registered Public Accounting Firm” in our definitive proxy statement related to the 2021 annual meeting of shareholders.

EXECUTIVE COMPENSATION

The information required by this Item 11 is incorporated by reference to the information contained under the caption "2019 Director Compensation" and "Executive Compensation" in our definitive proxy statement related to the 2020 annual meeting of shareholders.

The information required by this Item 11 is incorporated by reference to the information contained under the caption "2020 Director Compensation," "Compensation Discussion and Analysis — Executive Compensation" and " Compensation Committee Report" in our definitive proxy statement related to the 2021 annual meeting of shareholders.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 regarding the ownership of our ordinary shares is incorporated by reference to the information contained under the caption "Information About Stock Ownership" in our definitive proxy statement related to the 2020 annual meeting of shareholders.

The information required by Item 12 regarding the ownership of our ordinary shares is incorporated by reference to the information contained under the caption "Information About Stock Ownership — Security Ownership of Certain Beneficial Owners And Management" in our definitive proxy statement related to the 2021 annual meeting of shareholders.

The information required by Item 12 with respect to securities authorized for issuance under our equity compensation plans is provided under the caption "Equity Compensation Plan Information" in Part II, Item 5 hereof.

2 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 is incorporated by reference to the information contained under the caption "Proposal 2 – Approval and Ratification of Approval and Appointment of Independent Registered Public Accounting Firm" in our definitive proxy statement related to the 2020 annual meeting of shareholders.

The information required by Item 14 is incorporated by reference to the information contained under the caption "Proposal 2 – Approval and Ratification of Appointment of Independent Registered Public Accounting Firm" in our definitive proxy statement related to the 2021 annual meeting of shareholders.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

22 unchanged sentences

4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

10-K 2/27/20 4.1

4.2 Eleventh Amended and Restated Investors Rights Agreement, dated June 1, 2015

2 unchanged sentences

DRS 6/24/15 4.3

4.4 Indenture, dated November 5, 2020, between NovoCure Limited.

Bank National Association

8-K 11/5/20 4.1

Number Exhibit Description Incorporated by Reference Filed

Form Date Number

10.1 Loan and Security Agreement between the Company and Biopharma Secured Investments III Holdings Cayman LP, dated January 7, 2015

DRS 6/24/15 10.1

10.2 First Amendment to Loan and Security Agreement, dated as of December 23, 2016, by and between the Company and BioPharma Secured Investments III Holdings Cayman LP

8-K 12/30/16 10.2

10.3 Second Amendment to Loan and Security Agreement, dated as of February 21, 2017, by and between the Company and BioPharma Secured Investments III Holdings Cayman LP

4.5 Form of 0% Convertible Senior Note due 2025 (included in Exhibit 4.4)

8-K 11/5/20 4.2

10.4 Third Amendment to Loan and Security Agreement, dated as of September 27, 2017, by and between the Company and BioPharma Secured Investments III Holdings Cayman LP

10.1 Credit Agreement dated November 6, 2020 among NovoCure Limited, the subsidiary borrowers party thereto, the lenders party thereto and J.P.

Morgan Chase Bank, N.A., as administrative agent

8-K 11/9/20 10.1

10.5 Loan and Security Agreement dated as of February 7, 2018 between NovoCure Limited and BioPharma Credit PLC

10-Q 4/26/18 10.1

10.2 License and Collaboration Agreement, dated as of September 10, 2018, between NovoCure Limited and Zai Lab (Shanghai) Co., Ltd.

28 unchanged sentences

8-K 12/22/15 10.5

Number Exhibit Description Incorporated by Reference Filed

Form Date Number

10.16 Form of Stock Option Award Agreement based on the 2015 Omnibus Incentive Plan for use in Germany#

8 unchanged sentences

8-K 8/1/17 99.1

Number Exhibit Description Incorporated by Reference Filed

Form Date Number

10.21 Form of Indemnification Agreement

2 unchanged sentences

8-K 5/13/16 10.1

10.23 Amendment #1 to Employment Agreement between Novocure USA LLC and William F.

Doyle dated February 24, 2021 #

10.24 Israeli SubPlan to the NovoCure Limited Employee Share Purchase Plan #

1 unchanged sentence

10.25 Non-Employee Director Compensation Program #

8-K 4/26/18 10.1

10-Q 7/25/19 10.1

10.26 Employment Agreement, dated as of October 10, 2016, by and between NovoCure (Israel) Ltd.

3 unchanged sentences

8-K 10/14/16 10.2

10.28 Amended and Restated Employment Agreement dated as of September 1, 2020 by and between Novocure USA LLC and Wilhelmus Groenhuysen #

8-K 8/13/20 10.1

10.29 Employment Agreement, dated as of October 10, 2016, by and between NovoCure USA LLC and Michael J.

8-K 10/14/16 10.3

10.32 Employment Agreement, dated as of October 10, 2016, by and between NovoCure (Israel) Ltd.

and Eilon Kirson

10.30 Amended and Restated Employment Agreement, dated as of September 1, 2002, by and between NovoCure USA LLC and Michael J.

8-K 8/13/20 10.30

10.31 Employment Agreement, dated as of September 1, 2020, by and between NovoCure USA LLC and Ashley Cordova #

8-K 8/13/20 10.2

10.32 Employment Agreement, dated as of July 25, 2018, between Novocure USA LLC and Pritesh Shah #

10 unchanged sentences

8-K 4/4/18 10.2

10.38 Form of Performance-Based Share Unit Award for Executive Chairman and Chief Executive Officer #

8-K 3/6/20 10.1

10.39 Form of Performance-Based Share Unit Award for Certain Executive Officers #

8-K 3/6/20 10.2

10.40 First Addendum dated June 9, 2020 to License and Collaboration Agreement, dated as of September 10, 2018, between NovoCure Limited and Zai Lab (Shanghai) Co., Ltd.

21 Subsidiaries

23.1 Consent of Independent Registered Public Accounting Firm

31.1 Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended

Number Exhibit Description Incorporated by Reference Filed

Form Date Number

23.1 Consent of Independent Registered Public Accounting Firm

31.1 Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended

31.2 Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended

12 unchanged sentences

# Compensation plans and arrangements for executive officers and others.

** Portions of the referenced exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K

This Annual Report on Form 10-K includes trademarks of NovoCure Limited and other persons.

11 unchanged sentences

Asaf Danziger

February 27, 2020 /s/ Wilhelmus Groenhuysen Chief Financial Officer (Principal Financial and Accounting Officer)

Wilhelmus Groenhuysen

February 25, 2021 /s/ Ashley Cordova Chief Financial Officer (Principal Financial and Accounting Officer)

Ashley Cordova

February 25, 2021 /s/ William F.

Doyle Executive Chairman and Director

February 27, 2020 /s/ Kinyip Gabriel Leung Director

Kinyip Gabriel Leung

February 25, 2021 /s/ Jeryl L.

2 unchanged sentences

Hung Director

February 25, 2021 /s/ Kinyip Gabriel Leung Director

Kinyip Gabriel Leung

February 25, 2021 /s/ Martin J.

2 unchanged sentences

McCoy Director

February 27, 2020 /s/ Charles G.

Phillips III Director

February 25, 2021 /s/ Timothy J.

Scannell Director

February 25, 2021 /s/ William A.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures