17 unchanged sentences
OTHER INFORMATION
−Removed: Election of New Director.
−Removed: On February 22, 2023, the Board of Directors (the “Board”) of the Company elected Allyson J.
−Removed: Ocean, M.D., effective immediately, to fill an existing vacancy on the Board.
−Removed: 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.
−Removed: 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.
−Removed: Ocean, 51, is is an internationally recognized academic gastrointestinal medical oncologist specializing in translational and clinical research, development of novel therapeutics, and patient advocacy.
−Removed: Ocean is currently an Associate Professor of Clinical Medicine at the Weill Medical College of Cornell University, a position she has held since 2004.
−Removed: Ocean also currently serves as a medical oncologist and attending physician in gastrointestinal
−Removed: oncology at NewYork-Presbyterian Hospital/Weill Cornell Medical Center, as well as a medical oncologist at The Jay Monahan Center for Gastrointestinal Health.
−Removed: 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.
−Removed: Additionally, Dr.
−Removed: Ocean serves on several scientific advisory boards.
−Removed: Ocean graduated cum laude from Tufts University and received her M.D.
−Removed: with honors from the Tufts University School of Medicine.
−Removed: Ocean will be appointed to a Board committee at a later date.
−Removed: Upon her election to the Board, and pursuant to the Company’s Non-Employee Director Plan, Dr.
−Removed: 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”).
−Removed: The Options shall vest in equal amounts on the first, second and third anniversary of the Grant Date.
−Removed: There is no arrangement or understanding between Dr.
−Removed: Ocean and any other persons pursuant to which Dr.
−Removed: Ocean was elected to serve on the Board.
−Removed: 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.
−Removed: Termination of a Material Definitive Agreement.
−Removed: 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.
−Removed: 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.
−Removed: The liens and guaranties in favor of the Lenders are released.
−Removed: As of the date of termination, the Company had no outstanding balance borrowed under the Credit Agreement.
−Removed: No early termination fees or penalties were payable in connection with the termination.
+Added: (b) Securities Trading Plans of Executive Officers and Directors
+Added: Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables prearranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information.
+Added: Our Insider Trading Policy permits our executive officers and directors to enter into trading plans designed to comply with Rule 10b5-1.
+Added: During the three-month period ending December 31, 2023, neither we nor any of our executive officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that are intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) promulgated under the Securities Exchange Act of 1934, as amended or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
59 unchanged sentences
S-1/A 9/21/15 10.5
−Removed: 10.7 Director Compensation Plan#
−Removed: S-1/A 9/21/15 10.14
10.7 Employee Share Purchase Plan#
24 unchanged sentences
8-K 4/4/18 10.1
−Removed: 10.20 NovoCure Limited Policy on Recoupment of Incentive Compensation #
−Removed: 8-K 8/1/17 99.1
−Removed: Number Exhibit Description Incorporated by Reference Filed
−Removed: Form Date Number
10.19 Form of Indemnification Agreement
2 unchanged sentences
8-K 5/13/16 10.1
+Added: Number Exhibit Description Incorporated by Reference Filed
+Added: Form Date Number
10.21 Amendment #1 to Employment Agreement between Novocure USA LLC and William F.
4 unchanged sentences
10.23 Non-Employee Director Compensation Program #
−Removed: 10-Q 7/28/22 10.2
10.24 Employment Agreement, dated as of October 10, 2016, by and between NovoCure (Israel) Ltd.
1 unchanged sentence
8-K 10/14/16 10.1
−Removed: 10.27 Employment Agreement, dated as of October 10, 2016, by and between Novocure USA LLC and Wilhelmus Groenhuysen #
−Removed: 8-K 10/14/16 10.2
10.25 Amended and Restated Employment Agreement dated as of September 1, 2020 by and between Novocure USA LLC and Wilhelmus Groenhuysen #
2 unchanged sentences
8-K 10/14/16 10.3
−Removed: 10.30 Amended and Restated Employment Agreement, dated as of September 1, 2002, by and between NovoCure USA LLC and Michael J.
−Removed: 8-K 8/13/20 10.30
10.27 Employment Agreement, dated as of September 1, 2020, by and between NovoCure USA LLC and Ashley Cordova #
20 unchanged sentences
10-K 2/24/22 10.41
−Removed: Number Exhibit Description Incorporated by Reference Filed
−Removed: Form Date Number
Construction Agreement dated December 30, 2021 by and between Hanover Development Corporation and Novocure Inc.
3 unchanged sentences
10-K 2/24/22 10.43
+Added: 10.40 Employment Agreement, dated as of January 3, 2024 , between Novocure USA LLC and Frank Leonard #
+Added: Number Exhibit Description Incorporated by Reference Filed
+Added: Form Date Number
+Added: Employment Agreement, dated as of J anuary 3, 2024 , between Novocure USA LLC and Pritesh Shah#
+Added: 19 N ovoCure L imited Policy Statement on Securities Trades by Company Officers, Directors a nd Employees
21 Subsidiaries
4 unchanged sentences
32.2* Certification of Principal Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C.
+Added: 97 Novocure Limited Amended and Restated Policy on Recoupment of Incentive Compensation Effective as of October 2, 2023
101.INS Inline XBRL Instance Document X
35 unchanged sentences
Madden Director
+Added: February 22, 2024 /s/ Allyson Ocean
+Added: Allyson Ocean
February 22, 2024 /s/ Timothy J.
Scannell Director
+Added: February 22, 2024 /s/ Kristin Stafford Director
+Added: Kristin Stafford
February 22, 2024 /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.