17 unchanged sentences
OTHER INFORMATION
−Removed: On February 22, 2022, Todd Longsworth, our General Counsel since 2012, resigned March 31, 2022.
−Removed: Longsworth will continue to serve as Senior Legal Advisor for a subsequent 12-month period.
−Removed: On February 23, 2022 Barak Ben-Arye, currently our Vice President, EMEA Counsel, was appointed General Counsel, effective April 1, 2022.
+Added: Election of New Director.
+Added: On February 22, 2023, the Board of Directors (the “Board”) of the Company elected Allyson J.
+Added: Ocean, M.D., effective immediately, to fill an existing vacancy on the Board.
+Added: Ocean will receive compensation for her service on the Board as a non-employee member of the Board in the same manner as other non-employee members of the Board.
+Added: For a description of the Company’s director compensation programs, see “Director Compensation” in the definitive proxy statement filed by the Company on April 25, 2022 in connection with its 2022 Annual Meeting of Shareholders.
+Added: Ocean, 51, is is an internationally recognized academic gastrointestinal medical oncologist specializing in translational and clinical research, development of novel therapeutics, and patient advocacy.
+Added: Ocean is currently an Associate Professor of Clinical Medicine at the Weill Medical College of Cornell University, a position she has held since 2004.
+Added: Ocean also currently serves as a medical oncologist and attending physician in gastrointestinal
+Added: oncology at NewYork-Presbyterian Hospital/Weill Cornell Medical Center, as well as a medical oncologist at The Jay Monahan Center for Gastrointestinal Health.
+Added: Ocean is co-founder and Scientific Advisory Board Chair of Let’s Win Pancreatic Cancer, an award-winning non-profit organization missioned to increase access to treatment options and clinical trials for patients with pancreatic cancer.
+Added: Additionally, Dr.
+Added: Ocean serves on several scientific advisory boards.
+Added: Ocean graduated cum laude from Tufts University and received her M.D.
+Added: with honors from the Tufts University School of Medicine.
+Added: Ocean will be appointed to a Board committee at a later date.
+Added: Upon her election to the Board, and pursuant to the Company’s Non-Employee Director Plan, Dr.
+Added: Ocean will be awarded an option under the Company's 2015 Omnibus Incentive Plan as of February 28, 2023 ("Grant Date") to purchase ordinary shares of the Company with an aggregate Grant Date fair value of $667,000 (subject to rounding of shares to the nearest whole number) using the Black-Scholes pricing model and the valuation assumptions used by the Company in accounting for options as of the Grant Date at an exercise price per share equal to the closing price of the Company’s ordinary shares on the Grant Date (the “Options”).
+Added: The Options shall vest in equal amounts on the first, second and third anniversary of the Grant Date.
+Added: There is no arrangement or understanding between Dr.
+Added: Ocean and any other persons pursuant to which Dr.
+Added: Ocean was elected to serve on the Board.
+Added: Ocean does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K or Item 5.02(d) of Form 8-K.
+Added: Termination of a Material Definitive Agreement.
+Added: On February 17, 2023, the Company gave irrevocable notice under the Company’s Credit Agreement, dated as of November 6, 2020, by and among the Company, as borrower, JPMorgan Chase Bank, N.A., as administrative agent and the financial institutions party thereto, (“Lenders”) (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) to terminate all commitments, effective February 22, 2023.
+Added: This effectively terminated the Credit Facility, as the Company’s ability to borrow and its obligations to comply with all covenants ended on such date.
+Added: The liens and guaranties in favor of the Lenders are released.
+Added: As of the date of termination, the Company had no outstanding balance borrowed under the Credit Agreement.
+Added: No early termination fees or penalties were payable in connection with the termination.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 unchanged sentence
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
−Removed: 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.
−Removed: 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.
+Added: The 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 2023 annual meeting of shareholders.
EXECUTIVE COMPENSATION
31 unchanged sentences
4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
−Removed: 10-K 2/27/20 4.1
4.2 Eleventh Amended and Restated Investors Rights Agreement, dated June 1, 2015
97 unchanged sentences
10.41 Purchase and Sale Agreement dated December 1, 2021 by and between 64 Vaughan Mall, LLC and Novocure Inc.
+Added: 10-K 2/24/22 10.41
Number Exhibit Description Incorporated by Reference Filed
1 unchanged sentence
10.42 Construction Agreement dated December 30, 2021 by and between Hanover Development Corporation and Novocure Inc.
+Added: 10-K 2/24/22 10.42
10.43 Amendment No.
1 dated as of December 6, 2021 to Credit Agreement dated as of November 6, 2020
+Added: 10-K 2/24/22 10.43
21 Subsidiaries
41 unchanged sentences
Madden Director
−Removed: February 24, 2022 /s/ Sherilyn D.
−Removed: McCoy Director
February 23, 2023 /s/ Timothy J.
3 unchanged sentences
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.