Exhibit 10.18

P.V. NANO CELL LTD.

2010 OPTION PLAN

This plan, as amended from time to time, shall be known as the P.V. Nano Cell Ltd. 2010 Option Plan (the "Plan").

This Plan shall serve as an “Umbrella Plan” for the Company worldwide, and therefore, as required, additional annexes may be attached to the Plan as to comply with any local law applicable in any other country, all subject to Board’s sole discretion.

Securities (options and shares) granted under this Plan shall be issued as to adhere to all applicable laws, including but not limited to the Israeli Income Tax Ordinance (New Version), 1961 and any regulations, rules, orders or procedures promulgated thereunder, as may be amended from time to time (all jointly referred to as the “Ordinance”).

Accordingly, the securities, including shares of the Company and options to purchase shares of the Company, granted under the Plan may be subject to such terms and conditions, which shall deem such issued securities to securities issued under a Trustee Scheme Plan or any other scheme, allowable and compliant with the law. All of the abovementioned securities shall be referred to as the “Securities”, in addition, all of the securities which are options shall be referred to as the “Options”.

At any time, the Board may resolve to translate this Plan into English and to approve the English version and determine that it shall prevail. The translation of this Plan will be conducted in such a manner as to preserve the essence/meaning and content of the Hebrew version even if the translation is not an exact verbal translation of the original.

Non Binding Translation

The Committee shall be authorized to: (i) interpret the provisions, manage and supervise the administration of the Plan; (ii) amend, modify and replace terms and conditions of a specific Grant Agreement or a number of Grant Agreements, (provided however, that such act in one case or for one or several Grantee/s, will not automatically entitle any other Grantee to the same treatment, and provided that a material adverse change in any executed Grant Agreement requires the consent of the affected Grantee); (iii) convert un-vested Options granted under this Plan and/or convert the Securities with a re-purchase option, allowing the Company to re-purchase such Securities, granted under this Plan during the re-purchase into Options and/or Securities under any future Plan adopted by the Company – subject to applicable laws; and (vi) any other matter which is necessary or desirable for, or incidental to, the administration of the Plan.

Non Binding Translation

The Board may resolve, from time to time, to change the above tax scheme to Ordinary Income scheme as provided for in accordance with the provisions terms of the Ordinance, although such resolution shall not apply to the grants of Securities effective before the date of such resolution.

Non Binding Translation

Non Binding Translation

Initially, the Company has, out of its registered an un-issued share capital, reserved up to 63,150 Ordinary shares, nominal value NIS 0.01 per share (the “Shares” or the “Ordinary Shares”) for the Plan, subject to adjustment, if any, as provided for in Section 11 below. The Board may increase such number of reserved Shares from time to time.

For as long as the Plan shall be in effect, each of the above reserved Share in respect of which the Option for which it was reserved has expired for any reason or has terminated without being exercised, shall again be available for grant under the Plan.

Non Binding Translation

The price per each Security or the exercise price per each Option into Share, shall be determined by the Committee, subject to the general guidelines provided by the Board from time to time, and provided that the price/exercise price shall not lower than the nominal value of the Shares. Each vested Option shall entitle the Grantee to purchase one Share against payment of the exercise price and subject to the provisions of the Plan, the Grant Agreement, the Trust Agreement (if relevant) and the applicable rules, including Tax Rules.

Non Binding Translation

If the Securities granted were Shares, they shall not grant the Participant with any rights as of a shareholder in the Company for as long as the full price, as determined, is paid.

In case of Securities granted with a repurchase option to the Company, the Company may exercise its repurchase option within six (6) months after the date of the Engagement Termination, regarding such Securities which repurchase option has not yet expired

In this Plan the term “Cause” shall mean (i) conviction of any felony involving dishonor/moral turpitude or having an adverse effect on the Company; (ii) any breach of a material provision in the employment agreement and/or in this agreement which has not been amended within 15 days of written notice; (iii) embezzlement of funds or assets of the Company; (iv) a breach of Grantee's fiduciary duties or duties of care to the Company; including without limitation disclosure of confidential information of the Company or breach of non-competition or non-use obligations.

Non Binding Translation

In case of Shares with a repurchase option, the Company may exercise its repurchase option.

If vested Securities are not so exercised within the time specified herein, such Securities shall expire, the Shares covered thereby shall revert to the Plan and the Grantee and anyone on his behalf or in his stead shall have no further rights with respect thereto.

For purposes hereof, "Disability" shall mean complete and permanent inability, due to illness or injury, that prevents or is likely to prevent from the Participant to perform duties associated with the position in which he/she was engaged prior to appearance of such disability, as shall be determined by the Committee based on medical evidence acceptable to it. Section 10.4 herein shall not apply regarding Grantees which are non-natural persons.

Non Binding Translation

Upon the occurrence of any of the following events, a Grantee's rights under the Plan shall be adjusted or substituted as hereinafter provided:

If the Grantee was granted with Options, in the event as described above, such Grantee shall, upon exercise of the Options, be entitled to purchase such number of Ordinary Shares or such other securities of the Company as were exchangeable for the number of Ordinary Shares of the Company or number of other securities to which such Ordinary Shares have been exchanged, which such Grantee would have been entitled to purchase had the Grantee exercised the Options immediately prior to such an event, and appropriate adjustments shall be made in the exercise price per share to reflect such subdivision, combination, exchange or any other adjustment.

In the event that the surviving entity refuses to substitute the Securities as provided above, the Exercise Period shall be shortened to the determining date (as determined by the Committee) prior to the Transaction completion. In the event that the Securities are not substituted as provided above, there shall be a partial acceleration of the Vesting Period of un-vested Securities in the manner that the number of vested Securities divided by the total number of the granted Securities multiplied by the number of un-vested Securities will be accelerated and become granted Securities.

Non Binding Translation

Below are a few examples:

The Securities that become vested as a result of the above partial acceleration, shall be subject to the same terms and conditions as the Securities that were already vested prior to the Transaction, including the provisions of section 11.2. Any Security that has not been exercised within the shortened Exercise Period shall expire upon the expiration of such shortened period. Without derogating the foregoing, the Committee may, at its sole discretion, conclude in various Grant Agreements additional rights with regard to acceleration of vesting period of unvested Securities in the event of a Transaction as stated above or on other circumstances.

The provisions as stated above shall be subject to and consummated simultaneously with the closing of a Transaction. In the even of no closing of the Transaction, any action taken pursuant to this Sub-Section 11.2 shall be annulled and reverted back to as were previously in effect.

Non Binding Translation

Neither the Plan nor the Grant Agreement shall impose any obligation on the Company or any affiliated company thereof, to continue the employment of any employee or to continue to receive services rendered by the Grantee, and nothing in the Plan or in the Grant Agreement or in any Security granted pursuant thereto shall confer upon any Grantee any right to continue in the employ of or in rendering services to the Company or restrict the right of the Company to terminate such employment or service provision at any time, with or without Cause.

The Plan and all instruments issued thereunder or in connection therewith, shall be governed by, and interpreted in accordance with, the laws of the State of Israel.

Any tax consequences arising from the grant or exercise of any Security or from the payment for Shares or from sale or transfer of the Shares or from any other event or act hereunder (whether of the Grantee or of the Company or the Trustee), shall be borne solely by the Grantee. The Company and/or the Trustee shall withhold and/or deduct taxes according to all applicable laws, rules, and regulations, including withholding taxes at source.

It is hereby clarified that the grant of the Securities under the capital gain scheme does not guarantee the Grantee the reduced tax, arising from the exercise of all or part of the granted Securities.

Non Binding Translation

Furthermore, each Grantee agrees to compensate and to indemnify the Company and/or the Trustee and/or the Company’s shareholders and/or directors and/or officers 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 Grantee. Except as otherwise required by law, the Company shall not be obligated to honor the exercise of any Security by or on behalf of a Grantee until all tax consequences (if any) arising from the exercise of such Securities and/or sale of Underlying Shares and/or any other action are resolved in a manner reasonably acceptable to the Company (and the Trustee – provided that the Options/Shares are under a Trustee Scheme).

The terms of each Grant Agreement may differ from other Grant Agreements signed at the same time, or at any other time. The Committee may grant a Participant additional Securities to those previously granted to him, and it may include different terms in such grant. The grant of different Securities may be evidenced by a single Notice of Grant or multiple Notices of Grant, as determined by the Committee.

The adoption of the Plan by the Board shall not be construed as amending, modifying or rescinding any previously approved incentive arrangement or as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of Securities otherwise than under the Plan, and such arrangements may be either applicable generally or only in specific cases.

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