Novocure Ltd (Form: 8-K, Received: 05/12/2017 16:10:30)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2017

NovoCure Limited

(Exact name of registrant as specified in its charter)

Jersey	001-37565	98-1057807
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)

	Le Masurier House La Rue Le Masurier St. Helier, Jersey JE2 4YE (Address of Principal Executive Offices)

Registrant’s telephone number, including area code: +44 (0)15 3475 6700

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. to Form 8-K):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

I tem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Director

On May 10, 2017, NovoCure Limited (the “Company”) held its annual general meeting of shareholders (the “Annual Meeting”). The Company’s shareholders elected Martin J. Madden as a Class II director effective immediately, with a term expiring at the annual meeting of shareholders in 2020. The Board appointed Mr. Madden to the Board of Director’s Audit Committee and Nominating and Corporate Governance Committee. A copy of the Company’s press release issued on May 11, 2017, regarding Mr. Madden’s election is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. The election of Mr. Madden was not pursuant to any arrangement or understanding between Mr. Madden and any third party. As of the date of this report, neither Mr. Madden, nor any of his immediate family members, is a party, either directly or indirectly, to any transaction that would be required to be reported pursuant to Item 404(a) of Regulation S-K. Mr. Madden will be compensated consistent with the compensation programs for non-employee directors. Upon his election to the Board, he was awarded an option to purchase 23,600 ordinary shares at an exercise price of $12.30 per share pursuant to the Company’s 2015 Omnibus Incentive Plan, which options shall vest on the earlier of (i) May 10, 2018 or (ii) the date of the Company’s 2018 annual general shareholder meeting.

Adoption of revised forms of Incentive Stock Option Agreement and Non-Qualified Stock Option Agreement under the 2015 Omnibus Incentive Plan

On May 8, 2017, the Compensation Committee of the Board of Directors of the Company adopted a revised form of incentive stock option award agreement and a revised form of non-qualified stock option agreement for use in the United States (collectively, the “Award Agreements”). The Award Agreements were adopted under the Company’s 2015 Omnibus Incentive Plan (the “Plan”) in order to facilitate the Company’s grant of stock options with a variety of terms and vesting criteria as permitted by the Plan documents.

A summary of the material terms of the Plan is set forth in the Company’s Amendment No. 2 to Form S-1 Registration Statement filed with the Securities and Exchange Commission on October 1, 2015 under the section entitled “ 2015 omnibus incentive plan ”, beginning on page 137, and is incorporated herein by reference. That summary and the foregoing description are qualified in their entirety by reference to the text of the Plan, the Award Agreements and the other forms of grant notice and award agreements under the Plan, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

At the Company’s Annual Meeting held on May 10, 2017 , proxies and in-person shareholders representing 55,737,782 shares of the Company’s ordinary shares, or approximately 63% of the total shares entitled to vote, were present in person or by proxy and voted on the following two proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on March 28, 2017.

1. Election of Directors . The nominees for election to the Company’s Board of Directors were elected as Class II directors to hold office until the Company’s 2020 Annual Meeting of Shareholders or until their successors are duly elected and qualified or until their offices are vacated, based upon the following votes:

	For		Against		Abstain		Broker non-votes
Louis J. Lavigne, Jr.		42,291,448		8 7 3 , 5 6 0		9,151		12,563,623
Kinyip Gabriel Leung		41,649,276		1 , 5 1 5 , 5 3 2		9,351		12,563,623
Martin J. Madden		43,126,217		3 8 , 0 2 6		9,916		12,563,623
Gert Lennart Perlhagen		41,715,334		1 , 4 4 9 , 6 7 4		9,151		12,563,623

2. Ratification of Independent Registered Public Accounting Firm . The proposal to approve and ratify the appointment, by the audit committee of the Company’s Board of Directors, of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global (“Kost Forer”), as the auditor and independent registered public accounting firm of the Company for the fiscal year ending December 31, 2017 was approved based upon the following votes:

For	Against	Abstain
55,444,318	280,316	13,148

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit No.	Description
10.1	Form of Incentive Stock Option Agreement pursuant to the 2015 Omnibus Incentive Plan
10.2	Form of Non-Qualified Stock Option Agreement pursuant to the 2015 Omnibus Incentive Plan
99.1	Press release issued by the Company dated May 11, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NovoCure Limited

(Registrant)

Date: May 12, 2017

By: /s/ Wilhelmus Groenhuysen

Name: Wilhelmus Groenhuysen

Title: Chief Financial Officer

Index to Exhibits


Exhibit No.	Description
10.1	Form of Incentive Stock Option Agreement pursuant to the 2015 Omnibus Incentive Plan
10.2	Form of Non-Qualified Stock Option Agreement pursuant to the 2015 Omnibus Incentive Plan
99.1	Press release issued by the Company dated May 11, 2017

Exhibit 10.1

NOVOCURE LIMITED

Form of Incentive Stock Option Agreement

Pursuant to the

NovoCure Limited

2015 Omnibus Incentive Plan

AGREEMENT (this “ Agreement ”), dated as of [__________] between NovoCure Limited, a Jersey Isle company (the “ Company ” and, collectively with its controlled Affiliates, the “ Employer ”), and [__________] (the “ Participant ”).

Preliminary Statement

The Committee hereby grants this incentive stock option (the “ Stock Option ”) on [__________] (the “ Grant Date ”) pursuant to the NovoCure Limited 2015 Omnibus Incentive Plan, as it may be amended from time to time (the “ Plan ”), to purchase the number of Ordinary Shares set forth below to the Participant, as an Eligible Employee, Consultant or Non-Employee Director. Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan and agrees to comply with it, this Agreement and all applicable laws and regulations.

Accordingly, the parties hereto agree as follows:

1. Tax Matters . The Stock Option granted hereby is intended to qualify as an “incentive stock option” under Section 422 of the Code. Notwithstanding the foregoing, the Stock Option will not qualify as an “incentive stock option,” among other events, (i) if the Participant disposes of the Ordinary Shares acquired pursuant to the Stock Option at any time during the two year period following the date of this Agreement or the one year period following the date on which the Stock Option is exercised; (ii) except in the event of the Participant’s death or disability (as defined in Section 22(e)(3) of the Code), if the Participant is not employed by the Employer at all times during the period beginning on the date of this Agreement and ending on the day three months before the date of exercise of the Option; or (iii) to the extent the aggregate fair market value (determined as of the time the Option is granted) of the Ordinary Shares subject to “incentive stock options” which become exercisable for the first time in any calendar year exceeds $100,000. To the extent that the Option does not qualify as an “incentive stock option,” it shall not affect the validity of the Option and shall constitute a separate non-qualified stock option.

2. Grant of Stock Option . Subject to the Plan and the terms and conditions set forth herein and therein, the Participant is hereby granted the Stock Option to purchase from the Company [________] Ordinary Shares at a price per share of $[________] (the “ Exercise Price ”).

3. Vesting .

(a)

Vesting Schedule. The Stock Option shall vest and become exercisable on [insert, as applicable, vesting date(s) and/or event(s)][([the/each, a] “ Vesting Date ”)] if [insert, as applicable, performance target(s) and any related measurement criteria][; provided , that the Participant has not experienced a Termination prior to the Vesting Date.] [There shall be no proportionate or partial vesting prior to the Vesting Date.]

[(b)	Change in Control . [If applicable, insert change in control provisions.]]

(b)	Unvested Stock Options. Any portion of the Stock Option that is not vested as of or upon the date of a Participant’s Termination for any reason shall terminate and expire on the date of such Termination.

4. Exercise .

(a)

To the extent that the Stock Option has become vested and exercisable with respect to a number of Ordinary Shares, the Stock Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Stock Option in accordance with the Plan. The Participant may exercise the Stock Option by delivering to the Company written notice of the number of Ordinary Shares covered by the exercise, together with the aggregate Exercise Price. Payment may be made by: (i) cash, check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Company to deliver promptly to the Company an amount equal to the aggregate Exercise Price; or (iii) on such other terms and conditions as may be acceptable to the Committee. Upon expiration of the Stock Option, the Stock Option shall be canceled and no longer exercisable.

(b)

Unless otherwise directed or permitted by the Committee, the Participant must pay or provide for all applicable withholding taxes in respect of the exercise of the Stock Option by (i) remitting the aggregate amount of such taxes to the Company in full, by cash, check, bank draft or money order payable to the order of the Company; (ii) to the extent permitted by the Committee, by making arrangements with the Company to have such taxes withheld from other compensation due to Participant; or (iii) solely to the extent permitted by applicable law, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Company to deliver promptly to the Company an amount equal to the applicable withholding taxes.

(c)	Upon the exercise of the Stock Option, the Participant:

(i) will be deemed to acknowledge and make such representations and warranties as may be requested by the Company for compliance with applicable laws, and any issuances of Ordinary Shares by the Company shall be made in reliance upon the express representations and warranties of the Participant; and

(ii) will not sell, transfer or otherwise dispose of the Ordinary Shares in violation of the Plan or this Agreement or dispose of the Ordinary Shares unless and until the Participant has complied with all requirements of this Agreement applicable to the disposition of the Ordinary Shares.

(d)

Pursuant to the Plan, in the event the Participant engages in Detrimental Activity prior to any exercise of the Stock Option, the Stock Option shall thereupon terminate and expire. As a condition of the exercise of the Stock Option, the Participant shall be required to certify in a manner acceptable to the Company (or shall be deemed to have certified) that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity. In the event the Participant engages in Detrimental Activity during the one-year period commencing on the date the Stock Option is exercised, the Company shall be entitled to recover from the Participant, at any time within one year after such Detrimental Activity, and the Participant shall pay over to the Company, the Ordinary Shares received from such exercise, or, if such Ordinary Shares have been transferred, an amount equal to Fair Market Value of such Ordinary Shares on the date of such exercise.

(e)

The restrictions regarding Detrimental Activity are necessary for the protection of the business and goodwill of the Company and are consider ed by the Participant to be reasonable for such purposes. Without intending to limit the legal or equitable remedies available in the Plan and in this Agreement, the Participant acknowledges that engaging in Detrimental Activity will cause the Company mat erial irreparable injury for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such activity or threat thereof, the Company shall be entitled, in addition to the remedies provided under the Plan, to obtain from any court of competent jurisdiction a temporary restraining order or a preliminary or permanent injunction restraining the Participant from engaging in Detrimental Activity or such other relief as may be req uired to specifically enforce any of the covenants in the Plan and this Agreement without the necessity of posting a bond, and in the case of a temporary restraining order or a preliminary injunction, without having to prove special damages.

5. Stock Option Term . The term of the Stock Option shall be until the [__________] anniversary of the Grant Date, after which time it shall expire (the “ Expiration Date ”) [, subject to [if applicable, insert any relevant early termination provisions]] or the Participant’s Termination as specified in the Plan and this Agreement. Notwithstanding anything herein to the contrary, upon the Expiration Date, the Stock Option (whether vested or not) shall be immediately forfeited, canceled and terminated for no consideration and no longer shall be exercisable. The Stock Option is subject to termination prior to the Expiration Date to the extent provided in the Plan or this Agreement.

6. Termination and Change in Control . The provisions in the Plan regarding Termination and Change in Control shall apply to the Stock Option.

7. Restriction on Transfer of Stock Option . The provisions in the Plan regarding restrictions on Transfer shall apply to the Stock Option.

8. No Rights as a Stockholder . The Participant shall not have any rights as a stockholder of the Company with respect to any Award until the Participant becomes the holder of record of the Ordinary Shares underlying the Award.

9. Provisions of Plan Control . This Agreement is subject to all the terms, conditions and provisions of the Plan, including the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. If and to the extent that this Agreement conflicts or is inconsistent with the Plan, the Plan shall control, and this Agreement shall be deemed to be modified accordingly.

10. Notices . All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made:

(a)	unless otherwise specified by the Company in a notice delivered by the Company in accordance with this Section 10 , any notice required to be delivered to the Company shall be properly delivered if delivered to:

NovoCure Limited

20 Valley Stream Pkwy

Suite 300

Malvern, PA 19355

Attention: General Counsel

Telephone: (212) 767-7530

(b)	if to the Participant, to the address on file with the Employer.

Any notice, demand or request, if made in accordance with this Section 10 shall be deemed to have been duly given: (i) when delivered in person; (ii) three days after being sent by United States mail; or (iii) on the first business day following the date of deposit if delivered by a nationally recognized overnight delivery service.

11. No Right to Employment/Consultancy/Directorship . This Agreement shall not give the Participant or other Person any right to employment, consultancy or directorship by the Employer, or limit in any way the right of the Employer to terminate the Participant’s employment, consultancy or directorship at any time.

12. Waiver of Jury Trial . EACH PARTY TO THIS AGREEMENT, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF THE PARTIES HERETO OR THEIR RESPECTIVE AFFILIATES PURSUANT TO THE PLAN OR THIS AGREEMENT OR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT OF THE PLAN OR THIS AGREEMENT.

13. Severability of Provisions . If at any time any of the provisions of this Agreement shall be held invalid or unenforceable, or are prohibited by the laws of the jurisdiction where they are to be performed or enforced, by reason of being vague or unreasonable as to duration or geographic scope or scope of the activities restricted, or for any other reason, such provisions shall be considered divisible and shall become and be immediately amended to include only such restrictions and to such extent as shall be deemed to be reasonable and enforceable by the court or other body having jurisdiction over this Agreement and the Company and the Participant agree that the provisions of this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provisions had not been included.

14. Governing Law . All matters arising out of or relating to this Agreement and the transactions contemplated hereby, including its validity, interpretation, construction, performance and enforcement, shall be governed by and construed in accordance with the internal laws of the Jersey Isles, without giving effect to its principles of conflict of laws.

15. Section 409A . The Stock Option is intended to be exempt from the applicable requirements of Section 409A and shall be limited, construed and interpreted in accordance with such intent; provided , that the Employer does not guarantee to the Participant any particular tax treatment of the Stock Option. In no event whatsoever shall the Employer be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A or any damages for failing to comply with Section 409A.

16. Interpretation . Unless a clear contrary intention appears: (a) the defined terms herein shall apply equally to both the singular and plural forms of such terms; (b) refere nce to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by the Plan or this Agreement, and reference to a Person in a particular capacity excludes such Person in any other c apacity or individually; (c) any pronoun shall include the corresponding masculine, feminine and neuter forms; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from tim e to time in accordance with the terms thereof; (e) reference to any law, rule or regulation means such law, rule or regulation as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law, rule or regulation means that provision of such law, rule or regulation from time to time in effect and constituting the substantive amendment, modification, c odification, replacement or reenactment of such section or other provision; (f) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular article, section or other provisi on hereof; (g) numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement; (h) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term; (i) “or” is used in the inclusive sense of “and/or”; (j) references to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (k) referenc e to dollars or $ shall be deemed to refer to U.S. dollars.

17. No Strict Construction . This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.


NOVOCURE LIMITED

By:

Name:

Title:


PARTICIPANT

By:
Name:		_____________________________

Employee Address:

__________________________________

Exhibit 10.2

NOVOCURE LIMITED

Form of

Non-Qualified Stock Option Agreement

Pursuant to the

NovoCure Limited

2015 Omnibus Incentive Plan

Preliminary Statement

The Committee hereby grants this non-qualified stock option (the “ Stock Option ”) on [_________] (the “ Grant Date ”) pursuant to the NovoCure Limited 2015 Omnibus Incentive Plan, as it may be amended from time to time (the “ Plan ”), to purchase the number of Ordinary Shares set forth below to the Participant, as an Eligible Employee, Consultant or Non-Employee Director. Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. By signing and returning this Agreement, the Participant acknowledges having received and read a copy of the Plan and agrees to comply with it, this Agreement and all applicable laws and regulations.

Accordingly, the parties hereto agree as follows:

1. Tax Matters . No part of the Stock Option is intended to qualify as an “incentive stock option” under Section 422 of the Code.

2. Grant of Stock Option . Subject to the Plan and the terms and conditions set forth herein and therein, the Participant is hereby granted the Stock Option to purchase from the Company [__________] Ordinary Shares at a price per share of $[__________] (the “ Exercise Price ”).

3. Vesting .

(a) Vesting Schedule. The Stock Option shall vest and become exercisable on [insert, as applicable, vesting date(s) and/or event(s)][([the/each, a] “ Vesting Date ”)] if [insert, as applicable, performance target(s) and any related measurement criteria][; provided , that the Participant has not experienced a Termination prior to the Vesting Date.] [There shall be no proportionate or partial vesting prior to the Vesting Date.]

[(b) Change in Control . [If applicable, insert change in control provisions.]]

(c) Unvested Stock Options. Any portion of the Stock Option that is not vested as of or upon the date of a Participant’s Termination for any reason shall terminate and expire on the date of such Termination.

4. Exercise .

(a) To the extent that the Stock Option has become vested and exercisable with respect to a

number of Ordinary Shares, the Stock Option may thereafter be exercised by the Participant, in whole or in part, at any time or from time to time prior to the expiration of the Stock Option in accordance with the Plan. The Participant may exercise the Stock Option by delivering to the Company written notice of the number of Ordin ary Shares covered by the exercise, together with the aggregate Exercise Price. Payment may be made by: (i) cash, check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, through a procedu re whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Company to deliver promptly to the Company an amount equal to the aggregate Exercise Price; or (iii) on such other terms and conditions as may be acceptab le to the Committee. Upon expiration of the Stock Option, the Stock Option shall be canceled and no longer exercisable.

(b) Unless otherwise directed or permitted by the Committee, the Participant must pay or provide for all applicable withholding taxes in respect of the exercise of the Stock Option by (i) remitting the aggregate amount of such taxes to the Company in full, by cash, check, bank draft or money order payable to the order of the Company; (ii) to the extent permitted by the Committee, by making arrangements with the Company to have such taxes withheld from other compensation due to Participant; or (iii) solely to the extent permitted by applicable law and authorized by the Committee, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Company to deliver promptly to the Company an amount equal to the applicable withholding taxes.

(d) Pursuant to the Plan, in the event the Participant engages in Detrimental Activity prior to any exercise of the Stock Option, the Stock Option shall thereupon terminate and expire. As a condition of the exercise of the Stock Option, the Participant shall be required to certify in a manner acceptable to the Company (or shall be deemed to have certified) that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity. In the event the Participant engages in Detrimental Activity during the one-year period commencing on the date the Stock Option is exercised, the Company shall be entitled to recover from the Participant, at any time within one year after such Detrimental Activity, and the Participant shall pay over to the Company, the Ordinary Shares received from such exercise, or, if such Ordinary Shares have been transferred, an amount equal to Fair Market Value of such Ordinary Shares on the date of such exercise.

(e) The restrictions regarding Detrimental Activity are necessary for the protection of the business and goodwill of the Company and are considered by the Participant to be reasonable for such purposes. Without intending to limit the legal or equitable remedies available in the Plan and in this Agreement, the Participant acknowledges that engaging in Detrimental Activity will cause the Company material irreparable injury for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such activity or threat thereof, the Company shall be entitled, in addition to the remedies provided under the Plan, to obtain from any court

of competent jurisdiction a temporary restraining order or a preliminary or permanent injunction restraining the Participant from engaging in Detrimental Activity or such other relief as may be required to specifically enforce any of the covenan ts in the Plan and this Agreement without the necessity of posting a bond, and in the case of a temporary restraining order or a preliminary injunction, without having to prove special damages.

6. Termination and Change in Control . The provisions in the Plan regarding Termination and Change in Control shall apply to the Stock Option.

7. Restriction on Transfer of Stock Option . The provisions in the Plan regarding restrictions on Transfer shall apply to the Stock Option.

10. Notices . All notices, demands or requests made pursuant to, under or by virtue of this Agreement must be in writing and sent to the party to which the notice, demand or request is being made:

(a) unless otherwise specified by the Company in a notice delivered by the Company in accordance with this Section 10 , any notice required to be delivered to the Company shall be properly delivered if delivered to:

NovoCure Limited

20 Valley Stream Pkwy

Suite 300

Malvern, PA 19355

Attention: General Counsel

Telephone: (212) 767-7530

(b) if to the Participant, to the address on file with the Employer.

11. No Right to Employmen t/Consultancy/Directorship . This Agreement shall not give the Participant or other Person any right to employment, consultancy or directorship by the Employer, or limit in any way the right of the Employer to terminate the Participant’s employment, consult ancy or directorship at any time.

16. Interpretation . Unless a clear contrary intention appears: (a) the defined terms herein shall apply equally to both the singular and plural forms of such terms; (b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by the Plan or this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually; (c) any pronoun shall include the corresponding masculine, feminine and neuter forms; (d) reference to any agreement, document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof; (e) reference to any law, rule or regulation means such law, rule or regulation as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder, and reference to any section or other provision of any law, rule or regulation means that provision of such law, rule or regulation from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such section or other provision; (f) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular article, section or other provision hereof; (g) numbered or lettered articles, sections and subsections herein contained refer to articles, sections and subsections of this Agreement; (h) “including” (and with correlative meaning

“include”) means including without limiting the generality of any description preceding such term; (i) “or” is used in the inclusive sense of “and/or”; (j) ref erences to documents, instruments or agreements shall be deemed to refer as well to all addenda, exhibits, schedules or amendments thereto; and (k) reference to dollars or $ shall be deemed to refer to U.S. dollars.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date and year first above written.



NOVOCURE LIMITED

By:
Name:
Title:



PARTICIPANT

By:
Name:
Employee Address:

Exhibit 99.1

Martin J. Madden Joins Novocure Board of Directors

ST. HELIER, Jersey– Novocure today announced that Martin J. Madden, a longtime leader in the medical device industry, was elected to its Boards of Directors during Novocure’s 2017 annual general meeting of shareholders. In addition, Mr. Madden has been appointed to Novocure’s Audit and Nominating and Corporate Governance Committees.

“We’re extremely pleased to welcome Martin to our board,” said Bill Doyle, Novocure’s Executive Chairman. “Martin’s extensive experience as a leader of medical device development and commercialization will be invaluable as we continue to execute our mission to bring a profoundly different cancer treatment to patients.”

Mr. Madden recently retired after a 30-year career in medical device innovation at Johnson & Johnson. He most recently served as Vice President, Research and Development DePuy-Synthes and Vice President Medical Device R&D Transformation. Earlier in his career, Mr. Madden was a medical device engineer and innovator, and a leader of cross-functional teams charged with incubating, developing, and launching new products. Mr. Madden holds an MBA from Columbia University, a Master’s degree in Mechanical Engineering from Carnegie-Mellon University and a Bachelor’s degree in Mechanical Engineering from the University of Dayton.

Mr. Madden is also a member of the Board of Directors for Microbot Medical Inc., a medical device company specializing in micro-robotic medical technologies.

About Novocure

Novocure is an oncology company developing a profoundly different cancer treatment utilizing a proprietary therapy called TTFields, the use of electric fields tuned to specific frequencies to disrupt solid tumor cancer cell division. Novocure’s commercialized product, Optune, is approved for the treatment of adult patients with glioblastoma. Novocure has ongoing or completed clinical trials investigating TTFields in brain metastases, non-small cell lung cancer, pancreatic cancer, ovarian cancer and mesothelioma.

Headquartered in Jersey, Novocure has U.S. operations in Portsmouth, New Hampshire, Malvern, Pennsylvania, and New York City. Additionally, the company has offices in Germany, Switzerland and Japan, and a research center in Israel. For additional information about the company, please visit www.novocure.com or follow us at www.twitter.com/novocure .

Forward-Looking Statements

In addition to historical facts or statements of current condition, this press release may contain forward-looking statements. Forward-looking statements provide Novocure’s current expectations or forecasts of future events. These may include statements regarding anticipated scientific progress on its research programs,

development of potential products, interpretation of clinical results, prospects for regulatory approval, manufacturing development and capabilities, market prospe cts for its products, and other statements regarding matters that are not historical facts. You may identify some of these forward-looking statements by the use of words in the statements such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “pl an,” “believe” or other words and terms of similar meaning. Novocure’s performance and financial results could differ materially from those reflected in these forward-looking statements due to general financial, economic, regulatory and political condition s as well as more specific risks and uncertainties facing Novocure such as those set forth in its Annual Report on Form 10-K filed on February 23, 2017, with the U.S. Securities and Exchange Commission. Given these risks and uncertainties, any or all of th ese forward-looking statements may prove to be incorrect. Therefore, you should not rely on any such factors or forward-looking statements. Furthermore, Novocure does not intend to update publicly any forward-looking statement, except as required by law. A ny forward-looking statements herein speak only as of the date hereof. The Private Securities Litigation Reform Act of 1995 permits this discussion.

Media and Investor Contact:

Ashley Cordova

acordova@novocure.com

212-767-7558