COMPENSATION COMMITTEE CHARTER

Purpose
The purpose of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Medis Technologies Ltd., a Delaware corporation (the “Company”), is, among other things, to (a) review, evaluate and oversee the Company’s employee compensation and benefits policies and programs, (b) discharge the Board’s responsibilities relating to the compensation of the Company’s executive officers and directors, (c) produce the report that the rules and regulations of the Securities and Exchange Commission (the “SEC”) require to be included in or incorporated by reference into the Company’s annual report and proxy statement and (d) perform the functions described below under “Duties and Responsibilities.”

Composition
The Committee will be comprised solely of (a) non-employee directors who meet the independence requirements of the Nasdaq Stock Market, Inc., (b) “non-employee directors” as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (c) “outside directors,” as defined in Section 162(m) of the Internal Revenue Code, and (d) those directors who neither are officers or employees of the Company or its subsidiaries nor have a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The members of the Committee shall be appointed by the Board. The Board shall decide the Committee’s exact number and can at any time remove or replace a Committee member.

The Committee may designate one member of the Committee as its chairperson. The Committee may also form and delegate authority to subcommittees if the Committee determines that such delegation would be appropriate under the circumstances. To the extent permitted under applicable law, the Committee may also delegate its authority to officers of the Company or its subsidiaries with respect to compensation for employees and consultants who are not officers for purposes of Section 16 of the Exchange Act, as it deems appropriate.

Duties and Responsibilities

The following are the duties and responsibilities of the Committee:

1. Establish and review the overall compensation philosophy of the Corporation.
2. Review and approve all compensation programs applicable to executive officers and directors of the Company, including all forms of salary paid to executive officers and directors of the Company and the grant of all forms of bonus and stock compensation provided to the executive officers and/or directors of the Company.
3. Provide oversight of the Company’s overall compensation plans and benefit programs and, in consultation with senior management to the extent appropriate, establish, review, and evaluate the long-term strategy of employee compensation and the types of stock and other compensation plans used by the Company.
4. Review and approve corporate goals and objectives relevant to the compensation of the Company’s principal executive officer (the “PEO”), evaluate the performance of the PEO in light of those goals and objectives, and set the PEO’s compensation level based on this evaluation.
5. Review and recommend to the Board the approval of all compensation plans and benefits plans or any material change to an existing compensation plan or benefits plan, whether or not subject to stockholder approval; oversee the activities of the individuals and any other duly authorized committees responsible for overseeing the Company’s compensation plans; and discharge any responsibilities imposed on the Committee by any of these plans.
6. In consultation with management, oversee regulatory compliance with respect to compensation matters, including overseeing the Company’s policies on structuring compensation programs to preserve tax deductibility.
7. As and when required, establishing performance goals and certifying that performance goals have been attained for purposes of Section 162(m) of the Internal Revenue Code.
8. Prepare and issue the evaluation required under “Committee Performance Evaluation” below.
9. Review and approve any prospective agreements or arrangements relating to severance or similar termination payments proposed to be made to any current or former executive officer of the Company.
10. Review and discuss with management the Company’s disclosures under “Compensation Discussion and Analysis” (the “CD&A”), and based on such review and discussion, make a recommendation to the Board as to whether the CD&A should be included in the Company’s annual report on Form 10-K and, as applicable, the Company’s proxy statement.
11. Review and discuss with management executive succession plans.
12. Review recruitment and retention programs and systems.
13. Review and recommend to the full board compensation of directors.
14. Review and approve the terms of the other letters, employment agreements, severance agreements, change-in-control agreements, indemnification agreements and other material agreements between the Company and its executive officers and/or directors.
15. Provide an annual report of the Compensation Committee for inclusion in or incorporation by reference into the Company’s annual report and proxy statement in accordance with applicable SEC rules and regulations.
16. Any other compensation matters as from time to time may be directed by the Board.

Committee Performance Evaluation
The Committee shall produce and provide to the Board on an annual basis a performance evaluation of the Committee’s performance of its duties under this charter and a statement of its objectives for the next year. The evaluation shall also include any recommendations to improve the charter of the Committee. The performance evaluation shall be conducted in such a manner as the Committee deems appropriate. Any member of the Committee may present the evaluation to the Board either orally or in writing.

Meetings
The Committee will meet in person or telephonically as frequently as circumstances dictate at a time and place determined by the Committee chairperson, with further meetings to occur, or actions to be taken by unanimous written consent, when deemed necessary or desirable by the Committee or its chairperson. The Committee may invite any director, executive officer or non-executive officer to any such meeting as it deems appropriate. No such person may be present during any discussions and deliberations of the Committee regarding the compensation of any such person.

Resources and Authority
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. The Committee may, at its discretion, also review the choice of any consultants or other experts recommended by management for the purpose of reviewing executive Company compensation. Authority to select, retain, terminate, and approve the fees and other retention terms of any compensation consultants retained to assist in the evaluation of director, PEO, or senior executive compensation shall be vested solely in the Committee.